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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2
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1.
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To elect three Class I directors to serve until our 2023 annual meeting of stockholders and until their successors are duly elected
and qualified;
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2.
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To approve, on an advisory basis, the compensation of our named executive officers (“Say-on-Pay”);
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3.
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year
ending December 31, 2020;
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4.
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To consider and vote upon a stockholder proposal regarding an EEO policy risk report, if properly presented at the Annual Meeting;
and
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5.
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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TWITTER, INC. / 2020 Proxy Statement
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i
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PAGE
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ii
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TWITTER, INC. / 2020 Proxy Statement
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TWITTER, INC. / 2020 Proxy Statement
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1
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PROPOSAL
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TWITTER BOARD
OF DIRECTORS VOTING RECOMMENDATION |
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PAGE
REFERENCE (FOR MORE DETAIL) |
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(Proposal No. 1) The election of three Class I directors to serve until our 2023 annual meeting of
stockholders and until their successors are duly elected and qualified.
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FOR each nominee
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(Proposal No. 2) The approval, on an advisory basis, of the compensation of our named executive
officers (“Say-on-Pay”).
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FOR
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(Proposal No. 3) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for our fiscal year ending December 31, 2020.
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FOR
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(Proposal No. 4) A stockholder proposal regarding an EEO policy risk report, if properly presented at
the Annual Meeting.
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AGAINST
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2
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TWITTER, INC. / 2020 Proxy Statement
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PROPOSAL
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VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
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(Proposal No. 1) The election of three Class I directors to serve until our 2023
annual meeting of stockholders and until their successors are duly elected and qualified.
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Our amended and restated bylaws (the “Bylaws”) provide for majority voting and our
Corporate Governance Guidelines set forth the related director resignation policy for our director nominees. Our Bylaws state that to be elected in an uncontested election, a nominee must receive a majority of the votes cast with respect
to such nominee (i.e., the number of shares voted “For” a nominee must exceed the number of shares voted “Against” for that nominee).
Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal. Under our Corporate Governance Guidelines, each nominee submits, in advance of their nomination, an irrevocable resignation that will become effective if (i) the nominee fails to receive the required vote at the Annual Meeting and (ii) the board of directors accepts the resignation. The nominating and corporate governance committee promptly considers whether to accept the resignation of any nominee who fails to receive the required number of votes for election and submits such recommendation for consideration by the board of directors. In deciding whether to accept or reject the resignation, the nominating and corporate governance committee and the board of directors will consider any factors they deem relevant. Any nominee who tenders his or her resignation pursuant to our Corporate Governance Guidelines may not participate in the nominating and corporate governance committee recommendation or board of directors action regarding whether to accept the resignation offer. |
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TWITTER, INC. / 2020 Proxy Statement
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3
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PROPOSAL
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VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
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(Proposal No. 2) The approval, on an advisory basis, of the Say-on-Pay.
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The affirmative vote of a majority of the shares of our common stock present
virtually or by proxy at the Annual Meeting and entitled to vote thereon
Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or our company. Our board of directors and our compensation committee will consider the outcome of the vote when determining compensation decisions for our named executive officers. |
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(Proposal No. 3) Ratification of the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for our fiscal year ending December 31, 2020.
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The affirmative vote of a majority of the shares of our common stock present
virtually or by proxy at the Annual Meeting and entitled to vote thereon.
Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. |
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(Proposal No. 4) A stockholder proposal regarding an EEO policy risk report, if
properly presented at the Annual Meeting.
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The affirmative vote of a majority of the shares of our common stock present
virtually or by proxy at the Annual Meeting and entitled to vote thereon.
Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. |
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By Internet at www.proxyvote.com, 24 hours a day, seven days
a week, until 11:59 p.m. Eastern Time on May 26, 2020 (have your Notice or proxy card in hand when you visit the website);
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By toll-free telephone at 1-800-690-6903 (have your Notice or
proxy card in hand when you call);
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By completing and mailing your proxy card (if you received
printed proxy materials) to be received prior to the Annual Meeting; or
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By attending the virtual meeting by visiting www.virtualshareholdermeeting.com/TWTR2020,
where you may vote and submit questions during the Annual Meeting. Please have your Notice or proxy card in hand when
you visit the website. For more information on how to attend and vote at the Annual Meeting, please see the section titled “Questions and Answers About the
Proxy Materials and Our Annual Meeting—What do I need to do to attend the Annual Meeting virtually?” on page 5.
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4
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TWITTER, INC. / 2020 Proxy Statement
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•
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entering a new vote by Internet or by telephone;
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completing and returning a later-dated proxy card;
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notifying the Secretary of Twitter, Inc., in writing, at Twitter,
Inc., 1355 Market Street, Suite 900, San Francisco, California 94103; or
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•
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attending and voting at the Annual Meeting (although attendance
at the Annual Meeting will not, by itself, revoke a proxy).
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TWITTER, INC. / 2020 Proxy Statement
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5
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•
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not earlier than January 30, 2021; and
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•
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not later than March 1, 2021.
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6
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TWITTER, INC. / 2020 Proxy Statement
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•
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the 90th day prior to our 2021 annual meeting of stockholders;
or
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•
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the 10th day following the day on which public announcement
of the date of 2021 annual meeting of stockholders is first made.
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TWITTER, INC. / 2020 Proxy Statement
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7
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CLASS
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AGE
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POSITION
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DIRECTOR
SINCE |
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CURRENT
TERM EXPIRES |
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EXPIRATION
OF TERM FOR WHICH NOMINATED |
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INDEPENDENT
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AUDIT
COMMITTEE |
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COMP.
COMMITTEE |
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NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE |
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Directors with Terms expiring at the Annual Meeting/Nominees
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Omid R. Kordestani
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I
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56
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Executive Chairman
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2015
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2020
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2023
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Ngozi Okonjo-Iweala
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I
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65
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Director
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2018
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2020
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2023
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X
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Bret Taylor
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I
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39
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Director
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2016
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2020
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2023
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X
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Continuing Directors
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Jesse Cohn(1)
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II
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39
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Director
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2020
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2021
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—
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X
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Jack Dorsey
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III
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43
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Chief Executive Officer and Director
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2007
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2022
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—
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Egon Durban(2)
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III
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46
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Director
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2020
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2022
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—
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X
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Martha Lane Fox
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II
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46
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Director
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2016
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2021
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—
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X
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Patrick Pichette
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III
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57
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Lead Independent Director
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2017
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2022
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—
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X
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David Rosenblatt
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II
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52
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Director
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2010
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2021
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—
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X
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Robert Zoellick(3)
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III
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66
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Director
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2018
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2022
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—
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X
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(1)
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Mr. Cohn joined the board of directors on April 7, 2020.
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(2)
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Mr. Durban joined the board of directors on March 12, 2020.
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(3)
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Mr. Zoellick joined the audit committee effective January 1, 2020.
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8
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TWITTER, INC. / 2020 Proxy Statement
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Board of Directors Experience
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✓
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Finance and Accounting
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✓
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Technology Industry
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✓
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Digital and Social Media
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✓
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Operation of Global Organizations
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✓
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Mergers and Acquisitions
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✓
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Risk Management
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✓
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Computer Science
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✓
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Cybersecurity / Cyber Risk
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✓
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Regulatory
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✓
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Data Privacy
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✓
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Information Quality
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✓
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Machine Learning
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✓
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Strategic Transformation
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✓
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International Tax
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✓
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Intellectual Property
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✓
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Executive Leadership and Talent Development
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✓
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Customer Perspective
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✓
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Company Senior Leadership
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✓
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Public Company Board Membership
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✓
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Public Policy
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✓
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Brand Marketing
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TWITTER, INC. / 2020 Proxy Statement
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9
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10
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TWITTER, INC. / 2020 Proxy Statement
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✓
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Global business leadership, operational and organizational experience, corporate strategy experience and management experience as
former Senior Vice President and Chief Business Officer of Google.
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✓
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First-hand experience in successfully leading and managing large, complex global sales, support and service organizations in the
technology industry.
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✓
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Over 30 years of experience in international finance and development.
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✓
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Finance and accounting experience as a Senior Advisor to Lazard Ltd.
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✓
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Government experience as the former Minister of Finance of Nigeria.
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✓
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Global business leadership and operational experience as a former Managing Director at the World Bank.
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TWITTER, INC. / 2020 Proxy Statement
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11
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✓
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Global business leadership, operational experience, and experience developing technology as President and Chief Operating Officer,
and former Chief Product Officer, of Salesforce.
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✓
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In-depth knowledge of the technology sector.
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✓
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Extensive knowledge of our technologies and product offerings.
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✓
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Offers us a unique perspective with respect to building and managing a global brand in rapidly-changing industries.
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✓
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Outside board experience as a director of a large, complex global public company.
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12
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TWITTER, INC. / 2020 Proxy Statement
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✓
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In-depth knowledge of the technology sector.
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✓
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Finance and corporate governance expertise.
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✓
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Outside board experience as a director of several large, complex global public companies, as well as several private companies.
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✓
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Global business leadership, operational experience, and experience developing technology as co-founder and Chief Executive
Officer of Twitter and Square.
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✓
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In-depth knowledge of the technology sector and experience in developing transformative business models.
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✓
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Unmatched familiarity with and knowledge of our technologies and product offerings.
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✓
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Offers us a unique perspective with respect to building and managing a global brand in rapidly-changing industries.
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✓
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Outside board experience as a director of large, complex global public companies.
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TWITTER, INC. / 2020 Proxy Statement
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13
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✓
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In-depth knowledge of the technology sector.
|
✓
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Finance and accounting expertise.
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✓
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Outside board experience as a director of several large, complex global public companies, as well as several private companies.
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✓
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Global business leadership, operational experience, and management experience as former Co-Founder and Managing Director of
lastminute.com.
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✓
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Outside board experience as a director of a large, complex global public company, as well as several private companies.
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✓
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Valuable experience in technology and consumer industries.
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✓
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Government insights as crossbench peer in the United Kingdom House of Lords.
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14
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TWITTER, INC. / 2020 Proxy Statement
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✓
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Global business leadership and extensive financial and management expertise as former Senior Vice President and Chief Financial
Officer of Google.
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✓
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Financial expertise and significant audit and financial reporting knowledge.
|
✓
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Outside board experience as a director of a large, complex global public company.
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✓
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Global business leadership and extensive financial and management expertise as Chief Executive Officer of 1stdibs.com, Inc.
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✓
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Offers us a unique perspective with respect to building and managing a global brand in rapidly-changing industries.
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✓
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Outside board experience as a director of a large, complex global public company, as well as several private companies, which
provides us with important perspectives in an evaluation of our practices and processes.
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TWITTER, INC. / 2020 Proxy Statement
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15
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✓
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Finance and accounting experience as Chairman of the Board of Directors of AllianceBernstein, various positions at Goldman Sachs,
and as President of the World Bank Group.
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✓
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Government and public policy experience from several positions in the U.S. Government, as a Senior Fellow at Harvard University’s
Kennedy School of Government, and as a Senior Counselor to the Brunswick Group.
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✓
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Global business leadership and operational experience as President of the World Bank Group.
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✓
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Outside board experience as a director of large, complex global public companies.
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16
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TWITTER, INC. / 2020 Proxy Statement
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TWITTER, INC. / 2020 Proxy Statement
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17
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RESPONSIBILITIES OF EXECUTIVE CHAIRMAN
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RESPONSIBILITIES OF
CHIEF EXECUTIVE OFFICER |
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• Provide guidance, advice and mentorship to the
Chief
Executive Officer and other executive officers.
• Involvement in key
corporate matters, such as recruiting, major transactions, and broader business, customer and
government relationships.
• Monitor the content, quality and timeliness of
information
sent to our board of directors.
• Preside over, set agenda for and chair board
meetings.
• Coordinate with
chairs of board of directors committees.
• Assist the nominating
and corporate governance committee with (i) the board of director’s annual evaluation and self-assessment and (ii) board of directors composition and evolution planning, including review of committee memberships.
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• Develop, set and drive the strategic direction,
imperatives
and priorities of our company.
• Oversee the general management and operation of
our
company.
• Oversee the attainment of our strategic,
operational and
financial goals and strategic and operational
planning.
• Responsible for the guidance, development and
oversight
of senior management.
• Chief spokesperson to
our employees, people on Twitter, partners and stockholders.
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RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR
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• Preside over meetings of our independent directors.
• Approve information to be sent to our board of directors if requested
to do so by our board of directors.
• Advise the Executive Chairman as to the quality,
quantity, and timeliness of the flow of information from management that is
necessary for the independent directors to perform their duties
effectively and responsibly.
• Approve proposed meeting agendas and schedules.
• Call meetings of our board of directors or independent directors.
• Act as the principal liaison between the independent directors and the
Executive Chairman on sensitive issues.
• Additional duties as
our board of directors may otherwise determine and delegate to assist the board of directors in the fulfillment of its responsibilities.
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18
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TWITTER, INC. / 2020 Proxy Statement
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•
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selects a qualified firm to serve as the independent registered
public accounting firm to audit our financial statements;
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•
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helps to ensure the independence and performance of the independent
registered public accounting firm;
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•
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discusses the scope and results of the audit with the independent
registered public accounting firm, and reviews, with management and the independent registered public accounting firm, our interim and year-end operating
results;
|
•
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establishes and oversees procedures for employees to submit
concerns anonymously about questionable accounting or audit matters;
|
•
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reviews our policies on risk assessment and risk management;
|
•
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reviews related person transactions; and
|
•
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approves or, as required, pre-approves, all audit and all permissible
non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
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•
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reviews, approves and determines, or makes recommendations to
our board of directors regarding, the compensation of our executive officers;
|
•
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administers our equity compensation plans;
|
•
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reviews and approves and makes recommendations to our board
of directors regarding incentive compensation and equity compensation plans; and
|
•
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establishes and reviews general policies relating to compensation
and benefits of our employees.
|
•
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identifies, evaluates and selects, or makes recommendations to
our board of directors regarding, nominees for election to our board of directors and its committees;
|
•
|
conducts periodic reviews of the company’s succession planning
process for the company’s executive management team, reporting its findings and recommendations to the board of directors, and assists the board of directors
in evaluating potential successors to the company’s executive management team;
|
•
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evaluates the performance of our board of directors and of individual
directors;
|
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TWITTER, INC. / 2020 Proxy Statement
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| |
19
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|
•
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considers and makes recommendations to our board of directors
regarding the composition of our board of directors and its committees;
|
•
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reviews developments in corporate governance practices;
|
•
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evaluates our initiatives in sustainability, corporate responsibility
and charitable contributions;
|
•
|
evaluates the adequacy of our corporate governance practices
and reporting; and
|
•
|
develops and makes recommendations to our board of directors
regarding corporate governance guidelines and matters.
|
|
20
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TWITTER, INC. / 2020 Proxy Statement
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TWITTER, INC. / 2020 Proxy Statement
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21
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Corporate Governance Strengths
|
| |||
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Highlights of our corporate governance practices include the following:
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| |||
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✓
|
| |
80% of directors are independent
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|
✓
|
| |
Separate CEO and Executive Chairman
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|
✓
|
| |
Lead Independent Director
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✓
|
| |
Majority voting with director resignation policy for election of directors
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|
✓
|
| |
Compensation recovery (clawback) policy for cash-based incentive or performance-based equity
compensation in the event of a financial restatement
|
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✓
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| |
Thoughtful board refreshment process
|
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|
✓
|
| |
100% independent committee members
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|
✓
|
| |
Succession planning process
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|
✓
|
| |
Strict anti-hedging, anti-short sale and anti-pledging policies
|
|
|
✓
|
| |
Robust Code of Business Conduct and Ethics and Corporate Governance Guidelines
|
|
|
✓
|
| |
Director participation in orientation and continuing education
|
|
|
✓
|
| |
Annual board of director and committee self-evaluations
|
|
|
✓
|
| |
Expansive stockholder outreach program
|
|
|
✓
|
| |
Periodic reviews of committee charters, Code of Business Conduct and Ethics and Corporate Governance
Guidelines
|
|
|
✓
|
| |
Robust director nominee selection process
|
|
|
✓
|
| |
Risk oversight by full board and committees
|
|
|
✓
|
| |
Annual Say-on-Pay vote
|
|
|
✓
|
| |
Performance-based equity incentives
|
|
|
22
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TWITTER, INC. / 2020 Proxy Statement
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TWITTER, INC. / 2020 Proxy Statement
|
| |
23
|
|
•
|
director qualifications;
|
•
|
director independence;
|
•
|
director responsibilities;
|
•
|
executive sessions and leadership roles;
|
•
|
conflicts of interest;
|
•
|
board of directors committees;
|
•
|
director access to management and advisors;
|
•
|
director compensation;
|
•
|
director orientation training and continuing education;
|
•
|
leadership development and succession planning;
|
•
|
CEO evaluation;
|
•
|
stockholder communications with the board of directors; and
|
•
|
performance evaluation of the board of directors and its committees.
|
•
|
our core values;
|
•
|
corporate opportunities;
|
•
|
fair dealing;
|
•
|
compliance with laws and policies;
|
•
|
confidentiality;
|
•
|
financial integrity and responsibility;
|
•
|
protection and use of assets and intellectual property;
|
•
|
public communications and financial reporting;
|
•
|
reporting violations of law and policies;
|
•
|
accountability; and
|
•
|
no retaliation.
|
|
24
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
BOARD/COMMITTEE
|
| |
PRIMARY AREAS OF RISK OVERSIGHT
|
|
|
Full Board of Directors
|
| |
Strategic, financial, business and operational, legal and compliance, and
reputational risks and exposures associated with our business strategy, cybersecurity, privacy, safety of people on Twitter, product innovation and product road map, policy matters, significant litigation and regulatory exposures,
significant transactions and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures.
|
|
|
Audit Committee
|
| |
Risks and exposures associated with financial matters, particularly financial
reporting, disclosure controls and procedures, legal and regulatory compliance, financial risk exposures, cybersecurity, cyber risk, liquidity risk, tax, accounting, disclosure, internal control over financial reporting, investment
guidelines and credit matters, our programs and policies relating to legal compliance and strategy, and our operational infrastructure, particularly reliability, business continuity and capacity.
Discussions with management and the independent auditor, guidelines and policies with respect to risk assessment and risk management. Receives regular reports from management on key cybersecurity, cyber risks and related issues, including secure processing, storage, and transmission of personal and confidential information, such as the personally identifiable information of people on Twitter. |
|
|
Compensation Committee
|
| |
Risks and exposures associated with leadership assessment, executive compensation
programs and arrangements, including overall incentive and equity plans.
|
|
|
Nominating and Corporate Governance Committee
|
| |
Risks and exposures associated with board organization, membership and structure,
succession planning, corporate governance and overall board effectiveness.
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
25
|
|
|
26
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
BOARD COMMITTEE
|
| |
CHAIRPERSON
FEE |
| |
MEMBER
FEE |
|
|
Audit Committee
|
| |
$7,500
|
| |
$2,500
|
|
|
Compensation Committee
|
| |
$5,000
|
| |
$2,500
|
|
|
Nominating and Corporate Governance Committee
|
| |
$3,750
|
| |
$2,500
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
27
|
|
|
DIRECTOR
|
| |
FEES EARNED
OR PAID IN CASH ($) |
| |
STOCK
AWARDS ($) (1) |
| |
TOTAL
($) |
|
|
Martha Lane Fox(2)
|
| |
70,000
|
| |
223,164
|
| |
293,164
|
|
|
Debra Lee(3)
|
| |
27,083
|
| |
223,164
|
| |
250,247
|
|
|
Ngozi Okonjo-Iweala(4)
|
| |
54,167
|
| |
233,076
|
| |
287,243
|
|
|
Patrick Pichette(5)
|
| |
90,000
|
| |
223,164
|
| |
313,164
|
|
|
David Rosenblatt(6)
|
| |
82,917
|
| |
223,164
|
| |
306,081
|
|
|
Bret Taylor(7)
|
| |
—
|
| |
282,676
|
| |
282,676
|
|
|
Evan Williams(8)
|
| |
45,833
|
| |
—
|
| |
45,833
|
|
|
Robert Zoellick(9)
|
| |
53,333
|
| |
223,164
|
| |
276,497
|
|
(1)
|
The amounts reported represent the fair value of RSUs granted. Amounts shown may vary from our Outside Director Compensation Policy
due to changes in our share price from the date the number of equivalent shares was determined and the grant date. Such value does not take into account any forfeitures related to service-based vesting conditions. The valuation
assumptions used in determining such amounts are described in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on February 19, 2020.
|
(2)
|
As of December 31, 2019, Ms. Lane Fox held 3,028 RSUs which vest in quarterly installments such that the RSUs will vest in full on
the earlier of the date of our Annual Meeting or May 29, 2020, subject to continued service through each such vesting date.
|
(3)
|
Ms. Lee resigned as a member of the board of directors effective August 31, 2019 and forfeited 4,542 RSUs granted in 2019 as a
result of the service-based vesting conditions. As of December 31, 2019, Ms. Lee did not hold any RSUs.
|
(4)
|
Dr. Okonjo-Iweala elected to receive $5,833 of cash fees in the form of RSUs. As of December 31, 2019, Dr. Okonjo-Iweala held 3,163
RSUs which vest in quarterly installments such that the RSUs will vest in full on the earlier of the date of our Annual Meeting or May 29, 2020, subject to continued service through each such vesting date.
|
(5)
|
As of December 31, 2019, Mr. Pichette held 3,028 RSUs which vest in quarterly installments such that the RSUs will vest in full on
the earlier of the date of our Annual Meeting or May 29, 2020, subject to continued service through each such vesting date.
|
(6)
|
As of December 31, 2019, Mr. Rosenblatt held 3,028 RSUs which vest in quarterly installments such that the RSUs will vest in full
on the earlier of the date of our Annual Meeting or May 29, 2020, subject to continued service through each such vesting date. As of December 31, 2019, Mr. Rosenblatt held an option to purchase a total of 162,000 shares of our common
stock all of which were vested as of December 31, 2019.
|
(7)
|
Mr. Taylor elected to receive all cash fees in the form of RSUs. As of December 31, 2019, Mr. Taylor held 3,836 RSUs which vest in
quarterly installments such that the RSUs will vest in full on the earlier of the date of our Annual Meeting or May 29, 2020, subject to continued service through each such vesting date.
|
(8)
|
Mr. Williams elected to receive all outside director compensation in the form of cash. Mr. Williams resigned as a member of the
board of directors effective February 28, 2019.
|
(9)
|
As of December 31, 2019, Mr. Zoellick held 3,028 RSUs which vest in quarterly installments such that the RSUs will vest in full on
the earlier of the date of our Annual Meeting or May 29, 2020, subject to continued service through each such vesting date.
|
|
28
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
29
|
|
|
30
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
| |
2018
|
| |
2019
|
|
|
|
| |
(IN THOUSANDS)
|
| |||
|
Audit Fees(1)
|
| |
$ 5,926
|
| |
$ 6,306
|
|
|
Audit-Related Fees(2)
|
| |
$1,316
|
| |
$1,721
|
|
|
Tax Fees(3)
|
| |
$ 2,558
|
| |
$ 2,536
|
|
|
All Other Fees(4)
|
| |
$ 18
|
| |
$18
|
|
|
Total Fees
|
| |
$ 9,818
|
| |
$10,581
|
|
(1)
|
Audit Fees consist of fees for professional services rendered in connection with the review of our financial statements presented
in our Quarterly Reports on Form 10-Q and 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 accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(2)
|
Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to
the performance of the audit or review of our consolidated financial statements and are
|
(3)
|
Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include
consultation on tax matters and assistance regarding federal, state and international tax compliance.
|
(4)
|
All Other Fees consist of fees for permitted products and services other than those that meet the criteria above.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
31
|
|
1
|
https://www.washingtonexaminer.com/opinion/op-eds/
twitter-dumps-southern-poverty-law-center-stops-making --hate-pay |
2
|
https://quillette.com/2019/02/12/it-isnt-your-imagination
-twitter-treats-conservatives-more-harshly-than-Iibe |
|
32
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
33
|
|
•
|
reviewed and discussed the audited financial statements with
management and PwC;
|
•
|
discussed with PwC the matters required to be discussed by
the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
|
•
|
received the written disclosures and the letters from PwC required
by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with PwC its independence.
|
|
34
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
NAME
|
| |
AGE
|
| |
POSITION
|
|
|
Jack Dorsey
|
| |
43
|
| |
Chief Executive Officer and Director
|
|
|
Omid Kordestani
|
| |
56
|
| |
Executive Chairman
|
|
|
Ned Segal
|
| |
45
|
| |
Chief Financial Officer
|
|
|
Vijaya Gadde
|
| |
45
|
| |
Chief Legal Officer and Secretary
|
|
|
Matthew Derella
|
| |
42
|
| |
Customers Lead
|
|
|
Michael Montano
|
| |
34
|
| |
Engineering Lead
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
35
|
|
|
36
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
| |
Executive Compensation Highlights (continued)
|
|
|
|
| |
• No Excise Tax
Gross-Ups. We do not provide any Named
Executive Officer with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Internal Revenue Code of 1986, as amended (the “Code”). • No Hedging or Pledging. We continue to prohibit hedging against and pledging of our securities. • Clawback Policy. We maintain a clawback policy for our executive officers providing that if our financial statements are restated, we may seek to recover or cancel any cash-based incentive or performance-based equity compensation paid or payable that was awarded as a result of achieving financial performance goals that are not met under the restated financial results. |
|
•
|
Highly Competitive Technology Industry: We are a unique
platform, a widely recognized brand and a recognized innovator in the technology industry. However, some prospective
leaders may believe there is less opportunity to realize significant appreciation through equity compensation at a public company of our size as compared with a privately-held start-up or some other earlier stage public companies. Fluctuations in our stock price and perception of our
business in the market can also present challenges in competing for talent.
|
•
|
Extremely Competitive Employee Retention Environment:
In the technology industry, there is substantial and continuous competition for leadership with the experience and aptitude to motivate and lead product, engineering, sales, G&A and operations teams who are familiar with the technology industry. Our headquarters are
located in the San Francisco Bay Area, where competition for leadership is particularly intense. Further, our brand name and successes have made our employees and executives more attractive as candidates for employment with other companies, and they are subject to significant
ongoing recruiting efforts by other companies in the technology industry. We continue to invest in hiring key engineering roles and retaining talented
employees to grow our business. We continued to see reduced levels of attrition in 2019, but we need to continue to focus on hiring and employee retention in order to be successful. We have also made, and intend to continue to make, acquisitions that add engineers,
designers, product managers and other personnel with specific technology expertise. In addition, we
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
37
|
|
•
|
Executive Background: Typically, we hire experienced executives with specific skills in key functional areas who have worked in an environment similar to ours. The number of executives
with the most desirable experience is relatively low and proven executives are difficult to find. We have expanded our recruiting efforts both geographically
and into other industries and sectors, which leads to increased complexity in recruiting efforts and has required us to be more flexible with our executive compensation packages.
|
•
|
recruit, incentivize, and retain talented individuals who can develop,
implement and deliver on long-term value creation strategies;
|
•
|
promote a healthy approach to risk by reinforcing our values, which
serve to motivate our executives to deliver the highest level of company, team, and individual performance;
|
•
|
provide meaningful long-term incentives to align the interests
of our executive officers with those of our stockholders; and
|
•
|
provide competitive compensation packages that are fair relative
to peers and aligned to the market.
|
•
|
Base Salary: For 2019, our compensation committee increased the base salaries of Ms. Gadde and Messrs. Derella, Montano and Segal as a result of our annual compensation review. Despite
the increases, cash compensation remained meaningfully below market, consistent with our historical emphasis on fostering an ownership culture. At his own recommendation to the compensation committee, Mr. Dorsey elected to forego any compensation for 2019 other than a base salary of
$1.40.
|
•
|
Performance-Based Cash Compensation: Our Named Executive Officers did not participate in our broad-based short-term incentive plan in 2019. As a result, target total cash
compensation for our Named Executive Officers was below market compared to our compensation peers.
|
•
|
Equity Compensation: Our executive compensation program
is heavily weighted towards equity compensation. To promote a pay-for-performance culture and respond to the feedback we
received from investors during outreach efforts, our compensation committee chose to generally continue using a portfolio approach when granting equity awards, primarily in the form of time based RSUs and performance-based RSUs (“PRSUs”).
|
•
|
Change of Control and Severance Benefits: We believe
that to properly motivate and incentivize our executive team in the event of a change of control and to the possibility of a termination without “cause” or a termination with “good reason,” a standardized “double trigger” change of control and severance policy is critical.
The material terms of these
|
|
38
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
•
|
Clawback Policy: We believe that it is important to
foster and maintain a culture that emphasizes integrity and accountability. For this reason, we maintain a clawback policy
that provides the compensation committee the ability to recover certain incentive compensation paid or payable to an executive officer in the event of a
material restatement of all or a portion of our financial statements caused by or partially caused by the executive officer’s misconduct, as described in greater detail under the “Clawback Policy” section below.
|
•
|
Moving from a salary and equity only approach to a traditional
pay mix approach comprising salary, bonus, and equity. The bonus program will be focused on short-term performance while the equity program will be focused on
longer-term performance and retention.
|
•
|
Moving from an annual vesting value approach to a uniform 50/50
mix of RSU and PRSU awards using a grant date fair value approach.
|
•
|
Moving from a highly individualized vesting schedule to a 4-year
standard vesting schedule for our RSU awards.
|
•
|
Enhancing our equity program to focus on longer-term performance
and retention. Specifically, we are (i) revising the financial PRSU award to maintain the 1-year performance period but vest the award annually over 3-years
instead of the current immediate payout at the end of the performance period, and (ii) revising the TSR PRSU award from a 2-year performance period with immediate payout to a 3-year performance period with immediate payout.
|
|
PAY COMPONENT
|
| |
OBJECTIVE
|
| |
BENEFIT TO STOCKHOLDERS
|
|
| | |
Provides a long-term incentive for executives to focus on stockholder value creation
Vesting schedule encourages retention Performance-based grants encourage pay for performance |
| |
Value at time of vesting is based on long-term growth of Twitter’s stock price and/or, in the case of
performance-based grants, meeting both absolute and relative objectives of the company
• 60% based on absolute metrics - 30% Revenue - 30% Operating Income • 40% based on TSR relative to Nasdaq Internet Index |
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
39
|
|
|
PAY COMPONENT
|
| |
OBJECTIVE
|
| |
BENEFIT TO STOCKHOLDERS
|
|
|
Base Salary
|
| |
Provides a measure of stable fixed compensation for performance of day-to-day services
Amount reflects individual’s performance and scope of responsibilities, as well as the competitive market for executive talent |
| |
Our base salary levels remain comparatively low but are still at levels that are competitive to help us
attract and retain talented executives
|
|
|
Benefits and Perquisites
|
| |
Provides for the health and welfare of our executives and their families, for protection from
unexpected loss, as well as the opportunity to save for retirement
|
| |
Competitive benefits help us attract and retain talented executives
|
|
|
40
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
MEASURE
|
| |
WEIGHTING
|
| |
PERFORMANCE
PERIOD |
| |
0%
MINIMUM PAYOUT |
| |
100%
TARGET PAYOUT |
| |
200%
MAXIMUM PAYOUT |
| |
ACTUAL
PERFORMANCE |
| |
ACTUAL
VESTING |
|
|
Revenue
|
| |
30%
|
| |
Fiscal year
2019 |
| |
<= $3,042 million
|
| |
$3,470 million
|
| |
>= $4,107 million
|
| |
$3,459 million
|
| |
100%
|
|
|
Operating Income (before short term incentive target and PRSU expense)
|
| |
30%
|
| |
Fiscal year
2019 |
| |
<= $134 million
|
| |
$510 million
|
| |
>= $1,071 million
|
| |
$507 million
|
| |
100%
|
|
|
TSR(1)
|
| |
40%
|
| |
Fiscal year
2019-2020 |
| |
<= (33%) vs.
Nasdaq Internet Index |
| |
Equals
Nasdaq Internet Index |
| |
>= 50% vs.
Nasdaq Internet Index |
| |
N/A
|
| |
N/A
|
|
(1)
|
The TSR measure Actual Performance target and Actual Vesting cannot be determined until the end of
the performance period (January 1, 2019 – December 31, 2020).
|
(2)
|
The payouts at lower performance thresholds are subject to a lower proportional return compared to
results at higher performance thresholds.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
41
|
|
|
NAMED EXECUTIVE OFFICER(1)
|
| |
PRSU GRANT
FOR 2019 REVENUE / OPERATING INCOME PERFORMANCE GOALS (AT THRESHOLD) |
| |
PRSU GRANT FOR
2019 REVENUE / OPERATING INCOME PERFORMANCE GOALS (AT TARGET) |
| |
PRSU GRANT
FOR 2019 REVENUE / OPERATING INCOME PERFORMANCE GOALS (AT MAXIMUM) |
| |
PRSU GRANT
FOR 2019 REVENUE / OPERATING INCOME PERFORMANCE GOALS (ACTUAL) |
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
0
|
| |
83,400
|
| |
166,800
|
| |
83,400
|
|
|
Vijaya Gadde
|
| |
0
|
| |
103,200
|
| |
206,400
|
| |
103,200
|
|
|
Matthew Derella
|
| |
0
|
| |
24,000
|
| |
48,000
|
| |
24,000
|
|
|
Michael Montano
|
| |
0
|
| |
63,000
|
| |
126,000
|
| |
63,000
|
|
(1)
|
Mr. Dorsey declined all equity compensation in 2019.
|
|
NAMED EXECUTIVE OFFICER(1) (2)
|
| |
PRSU GRANT
FOR 2019-2020 TSR PERFORMANCE GOAL (AT THRESHOLD) |
| |
PRSU GRANT
FOR 2019-2020 TSR PERFORMANCE GOAL (AT TARGET) |
| |
PRSU GRANT
FOR 2019-2020 TSR PERFORMANCE GOAL (AT MAXIMUM) |
| |
PRSU GRANT
FOR 2019-2020 TSR PERFORMANCE GOAL (ACTUAL) |
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
0
|
| |
55,600
|
| |
111,200
|
| |
N/A
|
|
|
Vijaya Gadde
|
| |
0
|
| |
68,800
|
| |
137,600
|
| |
N/A
|
|
|
Matthew Derella
|
| |
0
|
| |
16,000
|
| |
32,000
|
| |
N/A
|
|
|
Michael Montano
|
| |
0
|
| |
42,000
|
| |
84,000
|
| |
N/A
|
|
(1)
|
Mr. Dorsey declined all equity compensation in 2019.
|
(2)
|
The actual performance for the PRSU grant for the 2019-2020 fiscal year performance period (TSR
performance goal) cannot be determined until the end of the performance period (January 1, 2019 – December 31, 2020).
|
|
NAME
|
| |
2019 BASE
SALARY RATE ($) |
|
|
Jack Dorsey
|
| |
1.40
|
|
|
Ned Segal
|
| |
600,000
|
|
|
Vijaya Gadde
|
| |
600,000
|
|
|
Matthew Derella
|
| |
600,000
|
|
|
Michael Montano
|
| |
600,000
|
|
|
42
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
•
|
our need to fill a particular position;
|
•
|
our financial position and growth direction at the time of hiring;
|
•
|
the individual’s expertise and experience;
|
•
|
the competitive nature in hiring for the position; and
|
•
|
the challenges discussed in the section titled “Executive Compensation—Compensation
Discussion and Analysis—Executive Summary” above.
|
•
|
recommendations of our CEO and other management (as described
below);
|
•
|
the individual achievement of each executive officer, compensation
peer and competitive market data (as described below);
|
•
|
the experience and contributions of our executive officers to our
key business objectives; and
|
•
|
internal pay equity based on the impact on our business and performance.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
43
|
|
|
Autodesk, Inc.
|
| |
ServiceNow, Inc.
|
| |
VMWare, Inc.
|
|
|
Electronic Arts Inc.
|
| |
Snap Inc.
|
| |
Workday, Inc.
|
|
|
Intuit Inc.
|
| |
Splunk Inc.
|
| |
Yelp Inc.
|
|
|
Match Group, Inc.
|
| |
Square, Inc.
|
| |
Zillow Group, Inc.
|
|
|
Palo Alto Networks, Inc.
|
| |
Symantec Corporation
|
| |||
|
Red Hat, Inc.
|
| |
TripAdvisor, Inc.
|
|
|
44
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
•
|
a commission-based incentive program for sales employees that
only results in payout based on measurable financial or business critical metrics;
|
•
|
ownership of a large percentage of our shares and equity awards
by senior management; and
|
•
|
our practice of awarding long-term equity grants upon hire to
our executives in order to directly tie the executive’s expectation of compensation to their contributions to the long-term value of the company.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
45
|
|
|
|
| |
Compensation Committee
David Rosenblatt (Chair) Patrick Pichette Bret Taylor |
|
|
46
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
NAME AND PRINCIPAL POSITION
|
| |
YEAR
|
| |
SALARY
($)(1) |
| |
BONUS
($)(2) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($)(3) |
| |
STOCK
AWARDS ($)(4) |
| |
ALL OTHER
COMPENSATION ($)(5) |
| |
TOTAL
COMPENSATION ($) |
|
|
Jack Dorsey
Chief Executive Officer |
| |
2019
|
| |
1.40
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1.40
|
|
|
2018
|
| |
1.40
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1.40
|
| |||
|
|
| |
2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal(6)
Chief Financial Officer |
| |
2019
|
| |
573,077
|
| |
—
|
| |
—
|
| |
5,530,462
|
| |
3,000
|
| |
6,106,539
|
|
|
2018
|
| |
500,000
|
| |
—
|
| |
—
|
| |
4,460,054
|
| |
3,000
|
| |
4,963,054
|
| |||
|
|
| |
2017
|
| |
165,385
|
| |
300,000
|
| |
—
|
| |
13,832,643
|
| |
1,500
|
| |
14,299,528
|
|
|
Vijaya Gadde
Chief Legal Officer and Secretary |
| |
2019
|
| |
573,077
|
| |
—
|
| |
—
|
| |
7,324,526
|
| |
3,000
|
| |
7,900,603
|
|
|
2018
|
| |
498,077
|
| |
—
|
| |
—
|
| |
11,298,824
|
| |
3,000
|
| |
11,799,901
|
| |||
|
2017
|
| |
500,000
|
| |
—
|
| |
—
|
| |
406,560
|
| |
1,500
|
| |
908,060
|
| |||
|
Matthew Derella
Customers Lead |
| |
2019
|
| |
573,077
|
| |
400,000
|
| |
—
|
| |
5,764,700
|
| |
3,000
|
| |
6,740,777
|
|
|
2018
|
| |
499,038
|
| |
563,710
|
| |
—
|
| |
3,254,671
|
| |
3,000
|
| |
4,320,419
|
| |||
|
Michael Montano
Engineering Lead |
| |
2019
|
| |
532,692
|
| |
—
|
| |
—
|
| |
6,684,420
|
| |
—
|
| |
7,217,112
|
|
|
2018
|
| |
325,769
|
| |
—
|
| |
270,200
|
| |
17,612,977
|
| |
—
|
| |
18,208,946
|
|
(1)
|
At his own recommendation to the compensation committee and consistent with his compensation in 2018, Mr. Dorsey elected to forego
any compensation for 2019 other than a base salary of $1.40.
|
(2)
|
Amounts disclosed in this column relate to (i) a sign-on bonus made to Mr. Segal as part of his new hire compensation package
pursuant to his executive employment letter dated July 11, 2017, (ii) a one-time discretionary payment made to Mr. Derella in 2019 for no longer being eligible to participate in the Incentive Compensation Plan and (iii) commission
payments made to Mr. Derella as a participant in the 2018 Incentive Compensation Plan.
|
(3)
|
Amounts disclosed in this column relate to a performance bonus paid to Mr. Montano in 2018 under our (non-executive) corporate
bonus plan. Mr. Montano’s bonus target was 40% of his 2018 base salary and the final payout amount was determined based on the achievement of company and individual performance measures of which 75% were weighted on financial measures
(Revenue and Adjusted EBITDA) (and achieved at 193% of target) and 25% were weighted on individual performance measures (and achieved at 193% of target).
|
(4)
|
Amounts disclosed in this column relate to grants of RSUs and PRSUs made under our 2013 Plan. With respect to each RSU and PRSU
grant, the amounts disclosed generally reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Amounts disclosed in this column include PRSUs under the 2013 Plan at the target award level for the 2019 fiscal year
performance period (Revenue and Operating Income performance goals) and the 2019-2020 fiscal year performance period (TSR performance goal) as described in the section titled “Executive Compensation—Compensation Discussion and
Analysis—Elements of Pay and 2019 Compensation Decisions—Equity Compensation” on page 40. Grant date fair value for each RSU and PRSU was determined based on assumptions as set forth in Note 14 to our audited
financial statements included in our Annual Report on Form 10-K for the respective years in which the RSUs and PRSUs were granted, and do not reflect amounts actually paid to, or realized by, our Named Executive Officers in 2019, 2018, or
2017. For further information on the RSU and PRSU grants made in 2019 (including the threshold, target, maximum and actual award level), see the section titled “Executive Compensation—Compensation Tables—Grants of Plan-Based Awards in
Fiscal Year 2019” table below. The amounts reported for the PRSU and TSR awards assume the probable outcome of the applicable performance conditions at the grant date (i.e. based on 100% of target level performance). If the PRSU and TSR
awards were instead valued based on the maximum outcome of the applicable performance condition (i.e. based on 200% of target level performance), the grant date fair value of PRSU and TSR awards granted in this column for 2019 would
increase as follows: Mr. Segal from $4,289,262 to $8,578,524; Ms. Gadde, from $5,307,576 to $10,615,152; Mr. Derella, from $1,234,320 to $2,468,640; and Mr. Montano, from $3,240,090 to $6,480,180.
|
(5)
|
Amounts disclosed in this column include company contributions made to our Named Executive Officers’ 401(k) account, which
contribution was made to all eligible employees generally.
|
(6)
|
Mr. Segal was hired in August 2017 and appointed as our Chief Financial Officer. Mr. Segal was awarded RSUs and PRSUs as part of
his new hire compensation package.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
47
|
|
|
NAME
|
| |
GRANT DATE
|
| |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS |
| |
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OR UNITS (#) |
| |
GRANT DATE
FAIR VALUE OF STOCK AWARDS ($)(1) |
| ||||||
|
|
| |
THRESHOLD
(#) |
| |
TARGET
(#) |
| |
MAXIMUM
(#) |
| |||||||||
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
3/5/2019(2)
|
| |
|
| |
|
| |
|
| |
40,000
|
| |
1,241,200
|
|
|
3/5/2019(3)
|
| |
0
|
| |
83,400
|
| |
166,800
|
| |
|
| |
2,587,902
|
| |||
|
3/5/2019(4)
|
| |
0
|
| |
55,600
|
| |
111,200
|
| |
|
| |
1,701,360
|
| |||
|
Vijaya Gadde
|
| |
3/5/2019(2)
|
| |
0
|
| |
|
| |
|
| |
65,000
|
| |
2,016,950
|
|
|
3/5/2019(3)
|
| |
0
|
| |
103,200
|
| |
206,400
|
| |
|
| |
3,202,296
|
| |||
|
3/5/2019(4)
|
| |
0
|
| |
68,800
|
| |
137,600
|
| |
|
| |
2,105,280
|
| |||
|
Matthew Derella
|
| |
3/5/2019(2)
|
| |
0
|
| |
|
| |
|
| |
146,000
|
| |
4,530,380
|
|
|
3/5/2019(3)
|
| |
0
|
| |
24,000
|
| |
48,000
|
| |
|
| |
744,720
|
| |||
|
3/5/2019(4)
|
| |
0
|
| |
16,000
|
| |
32,000
|
| |
|
| |
489,600
|
| |||
|
Michael Montano
|
| |
3/5/2019(2)
|
| |
0
|
| |
|
| |
|
| |
111,000
|
| |
3,444,330
|
|
|
3/5/2019(3)
|
| |
0
|
| |
63,000
|
| |
126,000
|
| |
|
| |
1,954,890
|
| |||
|
3/5/2019(4)
|
| |
0
|
| |
42,000
|
| |
84,000
|
| |
|
| |
1,285,200
|
|
(1)
|
Reflects grant date fair value of RSUs and PRSUs computed in accordance with FASB ASC Topic 718. Assumptions underlying the
valuations are set forth in footnote 4 to the Summary Compensation Table above. These amounts do not correspond to the actual value that may be realized by the Named Executive Officers.
|
(2)
|
Reflects the award of RSUs for such Named Executive Officers as described in the section titled “Executive
Compensation—Compensation Discussion and Analysis—Elements of Pay and 2019 Compensation Decisions—Equity Compensation” on page 40.
|
(3)
|
Reflects the award of PRSUs at the threshold, target and maximum award levels for the 2019 fiscal year performance period (Revenue
and Operating Income performance goals) as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Pay and 2019 Compensation Decisions—Equity Compensation” on page 40.
Further information on the threshold, target, maximum, and actual award level achievement of this PRSU award as well as descriptions of the performance goals for this PRSU award is further described in such section.
|
(4)
|
Reflects the award of PRSUs at the threshold, target and maximum award levels for the 2019—2020 fiscal year performance period (TSR
performance goal) as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Pay and 2019 Compensation Decisions—Equity Compensation” on page 40. Further
information on the threshold, target, maximum, and actual award level achievement of this PRSU award as well as descriptions of the performance goals for this PRSU award is further described in such section.
|
|
48
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
| |
|
| |
OPTION AWARDS
|
| |
STOCK AWARDS
|
| ||||||||||||
|
NAME
|
| |
GRANT
DATE(1) |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) |
| |
OPTION
EXERCISE PRICE ($)(2) |
| |
OPTION
EXPIRATION DATE |
| |
EQUITY
INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) |
| |
EQUITY
INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3) |
|
|
Jack Dorsey
|
| |
5/11/2011(4)
|
| |
2,000,000
|
| |
—
|
| |
3.115
|
| |
5/10/2021
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
8/25/2017(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
277,778
|
| |
8,902,785
|
|
|
5/30/2018(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
64,857
|
| |
2,078,667
|
| |||
|
5/30/2018(7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
25,777
|
| |
826,153
|
| |||
|
3/5/2019(8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,000
|
| |
1,282,000
|
| |||
|
3/5/2019(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
83,400
|
| |
2,672,970
|
| |||
|
3/5/2019(10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
111,200
|
| |
3,563,960
|
| |||
|
Vijaya Gadde
|
| |
5/30/2018(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
239,990
|
| |
7,691,680
|
|
|
5/30/2018(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
35,264
|
| |
1,130,211
|
| |||
|
3/5/2019(13)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
65,000
|
| |
2,083,250
|
| |||
|
3/5/2019(14)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
103,200
|
| |
3,307,560
|
| |||
|
3/5/2019(15)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
137,600
|
| |
4,410,080
|
| |||
|
Matthew Derella
|
| |
11/21/2016(16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
195,000
|
| |
6,249,750
|
|
|
5/30/2018(17)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
71,342
|
| |
2,286,511
|
| |||
|
5/30/2018(18)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,280
|
| |
297,424
|
| |||
|
3/5/2019(19)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
146,000
|
| |
4,679,300
|
| |||
|
3/5/2019(20)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
24,000
|
| |
769,200
|
| |||
|
3/5/2019(21)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
32,000
|
| |
1,025,600
|
| |||
|
Michael Montano
|
| |
10/25/2016(22)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,500
|
| |
80,125
|
|
|
4/14/2017(23)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,640
|
| |
116,662
|
| |||
|
7/27/2017(24)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
105,000
|
| |
3,365,250
|
| |||
|
4/4/2018(25)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
83,259
|
| |
2,668,451
|
| |||
|
7/26/2018(26)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
125,877
|
| |
4,034,358
|
| |||
|
7/26/2018(27)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
121,308
|
| |
3,887,921
|
| |||
|
3/5/2019(28)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
111,000
|
| |
3,557,550
|
| |||
|
3/5/2019(29)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
63,000
|
| |
2,019,150
|
| |||
|
3/5/2019(30)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
84,000
|
| |
2,692,200
|
|
(1)
|
Each of the outstanding equity awards was granted pursuant to our 2007 Plan or 2013 Plan.
|
(2)
|
The exercise price for stock options granted was the fair market value of a share of common stock on the date of grant.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
49
|
|
(3)
|
This column represents the fair market value of the shares of our common stock underlying the RSUs and PRSUs as of December 31,
2019, based on the closing price of our common stock, as reported on the NYSE, of $32.05 per share on December 31, 2019.
|
(4)
|
All of the shares of common stock subject to this option were fully vested as of May 9, 2015.
|
(5)
|
250,000 shares of our common stock underlying the RSUs vested on September 1, 2018 and 44,444 shares of our common stock underlying
the RSUs vested on December 1, 2018; 25% of 222,222 shares of our common stock underlying the RSUs vested on March 1, 2019, and then quarterly thereafter for the remaining three quarters; 25% of 138,889 shares of our common stock
underlying the RSUs vested on March 1, 2020 and then quarterly thereafter for the remaining three quarters; and 25% of 138,889 shares of our common stock underlying the RSUs will vest on March 1, 2021, and then quarterly thereafter for
the remaining three quarters, subject to continued service through each such vesting date.
|
(6)
|
25% of 43,238 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the
remaining three quarters; and 25% of 21,619 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such
vesting date.
|
(7)
|
PRSUs granted for 2018-2019 performance period (TSR performance goal) reported at the actual payout level.
|
(8)
|
25% of 40,000 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the
remaining three quarters, subject to continued service through each such vesting date.
|
(9)
|
PRSUs granted for 2019 performance period (Revenue and Operating Income performance goals) reported at the actual payout level.
|
(10)
|
PRSUs granted for 2019-2020 performance period (TSR performance goal) reported at the maximum payout level.
|
(11)
|
25% of 162,162 shares of our common stock underlying the RSUs vested on February 1, 2020, and then quarterly thereafter for the
remaining three quarters; 25% of 51,885 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the remaining three quarters; and 25% of 25,943 shares of our common stock underlying
the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such vesting date.
|
(12)
|
PRSUs granted for 2018-2019 performance period (TSR performance goal) reported at the actual payout level.
|
(13)
|
25% of 15,000 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the
remaining three quarters; 25% of 50,000 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such vesting
date.
|
(14)
|
PRSUs granted for 2019 performance period (Revenue and Operating Income performance goals) reported at the actual payout level.
|
(15)
|
PRSUs granted for 2019-2020 performance period (TSR performance goal) reported at the maximum payout level.
|
(16)
|
25% of 70,000 shares of our common stock underlying the RSUs vested on February 1, 2017, and then quarterly thereafter for the
remaining three quarters; 25% of 95,000 shares of our common stock underlying the RSUs vested on February 1, 2018, and then quarterly thereafter for the remaining three quarters; 25% of 120,000 shares of our common stock underlying the
RSUs vested on February 1, 2019, and then quarterly thereafter for the remaining three quarters; and 25% of 195,000 shares of our common stock underlying the RSUs will vest on February 1, 2020, and then quarterly thereafter for the
remaining three quarters, subject to continued service through each such vesting date.
|
(17)
|
25% of 47,561 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the
remaining three quarters; and 25% of 23,781 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such
vesting date.
|
(18)
|
PRSUs granted for 2018-2019 performance period (TSR performance goal) reported at the actual payout level.
|
(19)
|
25% of 81,000 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the
remaining three quarters; and 25% of 65,000 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such
vesting date.
|
(20)
|
PRSUs granted for 2019 performance period (Revenue and Operating Income performance goals) reported at the actual payout level.
|
(21)
|
PRSUs granted for 2019-2020 performance period (TSR performance goal) reported at the maximum payout level.
|
(22)
|
10,000 RSUs vesting ratably (6.25%) over 16 quarters with the first vest date on February 1, 2017, subject to continued service
through each such vesting date.
|
(23)
|
3,640 RSUs vesting ratably (25%) over four quarters with the first vest date on February 1, 2020, subject to continued service
through each such vesting date.
|
(24)
|
25% of 35,000 shares of our common stock underlying the RSUs vested on February 1, 2018, and then quarterly thereafter for the
remaining three quarters; 25% of 105,000 shares of our common stock underlying the RSUs vested on February 1, 2019, and then quarterly thereafter for the remaining three quarters; and 25% of 105,000 shares of our common stock underlying
the RSUs will vest on February 1, 2020, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such vesting date.
|
(25)
|
33.33% of 8,127 shares of our common stock underlying the RSUs vested on May 1, 2018, and then quarterly thereafter for the
remaining two quarters; 25% of 7,103 shares of our common stock underlying the RSUs vested on February 1, 2019, and then quarterly thereafter for the remaining three quarters; 25% of 5,170 shares of our common stock underlying the RSUs
vested on February 1, 2020, and then quarterly thereafter for the remaining three quarters, 25% of 52,059 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the remaining three
quarters, and 25% of 26,030 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such vesting date.
|
(26)
|
25% of 56,863 shares of our common stock underlying the RSUs vested on February 1, 2020, and then quarterly thereafter for the
remaining three quarters, 25% of 50,350 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the
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50
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TWITTER, INC. / 2020 Proxy Statement
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|
|
(27)
|
PRSU granted for 2018-2019 performance period (TSR performance goal) reported at the actual payout level.
|
(28)
|
25% of 37,000 shares of our common stock underlying the RSUs will vest on February 1, 2021, and then quarterly thereafter for the
remaining three quarters; 25% of 37,000 shares of our common stock underlying the RSUs will vest on February 1, 2022, and then quarterly thereafter for the remaining three quarters; 25% of 37,000 shares of our common stock underlying the
RSUs will vest on February 1, 2023, and then quarterly thereafter for the remaining three quarters, subject to continued service through each such vesting date.
|
(29)
|
PRSUs granted for 2019 performance period (Revenue and Operating Income performance goals) reported at the actual payout level.
|
(30)
|
PRSUs granted for 2019-2020 performance period (TSR performance goal) reported at the maximum payout level.
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|
|
| |
STOCK AWARDS
|
| |||
|
NAME
|
| |
NUMBER OF
SHARES ACQUIRED ON VESTING (#)(1) |
| |
VALUE
REALIZED ON VESTING ($)(2) |
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
301,957
|
| |
10,276,938
|
|
|
Vijaya Gadde
|
| |
283,013
|
| |
9,627,243
|
|
|
Matthew Derella
|
| |
217,446
|
| |
7,712,327
|
|
|
Michael Montano
|
| |
222,024
|
| |
7,490,078
|
|
(1)
|
Reflects the aggregate number of shares of common stock underlying (i) RSU awards that vested in 2019 and (ii) PRSUs under the 2013
Plan earned for the 2017-2018 fiscal year performance period (TSR performance goal) and the 2018 fiscal year performance period (Revenue and Adjusted EBITDA performance goals) that vested in 2019. Of the number of shares of common stock
shown for Messrs. Segal, Derella, and Montano and Ms. Gadde, 144,975, 111,468, 105,778 and 135,770, respectively, were withheld or sold to pay taxes due in connection with the vesting.
|
(2)
|
Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing
price on the NYSE of a share of common stock on the date prior to the day of vesting, or if such day falls on a weekend or holiday, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon
vesting. Of the amount shown for Messrs. Segal, Derella and Montano and Ms. Gadde, $5,327,467, $3,744,002, $3,920,345 and $4,996,312, respectively, represents net proceeds after shares withheld or sold for taxes.
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TWITTER, INC. / 2020 Proxy Statement
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| |
51
|
|
|
NAME
|
| |
% OF BASE
SALARY UPON TERMINATION AS A RESULT OF A CIC |
| |
% OF
ACCELERATED VESTING UPON TERMINATION AS A RESULT OF A CIC |
| |
% OF BASE
SALARY UPON TERMINATION NOT IN CONNECTION WITH A CIC |
| |
% OF
ACCELERATED VESTING UPON TERMINATION NOT IN CONNECTION WITH A CIC |
|
|
Ned Segal
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
12.5%
|
|
|
Vijaya Gadde
|
| |
100%
|
| |
50%
|
| |
100%
|
| |
12.5%
|
|
|
Matthew Derella
|
| |
100%
|
| |
50%
|
| |
100%
|
| |
12.5%
|
|
|
Michael Montano
|
| |
100%
|
| |
50%
|
| |
100%
|
| |
12.5%
|
|
|
52
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TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
53
|
|
|
EXECUTIVE
|
| |
PAYMENT ELEMENTS
|
| |
INVOLUNTARY
TERMINATION AS A RESULT OF A CIC ($) |
| |
INVOLUNTARY
TERMINATION NOT IN CONNECTION WITH A CIC ($) |
|
|
Ned Segal
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs (1)
|
| |
5,167,165
|
| |
645,896
|
| |||
|
RSUs
|
| |
12,263,452
|
| |
1,532,931
|
| |||
|
Health Coverage (2)
|
| |
28,142
|
| |
14,017
|
| |||
|
Total
|
| |
18,058,759
|
| |
2,792,898
|
| |||
|
Vijaya Gadde
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs (1)
|
| |
3,243,460
|
| |
810,865
|
| |||
|
RSUs
|
| |
4,887,465
|
| |
1,221,866
|
| |||
|
Health Coverage (2)
|
| |
27,487
|
| |
13,744
|
| |||
|
Total
|
| |
8,758,412
|
| |
2,646,475
|
| |||
|
Matthew Derella
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs (1)
|
| |
769,200
|
| |
192,300
|
| |||
|
RSUs
|
| |
6,607,781
|
| |
1,651,945
|
| |||
|
Health Coverage (2)
|
| |
27,918
|
| |
13,959
|
| |||
|
Total
|
| |
8,004,899
|
| |
2,458,204
|
| |||
|
Michael Montano
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs (1)
|
| |
3,358,455
|
| |
839,614
|
| |||
|
RSUs
|
| |
6,911,198
|
| |
1,727,799
|
| |||
|
Health Coverage (2)
|
| |
9,128
|
| |
4,564
|
| |||
|
Total
|
| |
10,878,781
|
| |
3,171,977
|
|
(1)
|
Represents conversion of target number of PRSUs into RSUs on a one for one basis pursuant to the terms of the Severance Policy.
Includes PRSUs under the 2013 Plan at the target award level for the 2019 fiscal year performance period (Revenue and Operating Income performance goals) and 2019-2020 fiscal year performance period (TSR performance goal) as described in
the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Pay and 2019 Compensation Decisions—Equity Compensation” on page 40.
|
(2)
|
Represents six months of Twitter-paid insurance coverage under COBRA in the case of an Involuntary Termination not associated with
a CIC and twelve months of Twitter paid insurance coverage in the case of an Involuntary Termination associated with a CIC.
|
|
54
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
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 security holders
|
| |
36,266,939(1)
|
| |
$10.27(2)
|
| |
241,429,950(3)
|
|
|
Equity compensation plans not approved by security holders(4)
|
| |
148,881
|
| |
$1.34
|
| |
|
|
|
Total
|
| |
36,415,820
|
| |
$ 9.84
|
| |
241,429,950
|
|
(1)
|
This amount includes the following shares that may be issued under the 2007 Equity Incentive Plan (“2007 Plan”), 2013 Plan and 2016
Equity Incentive Plan (“2016 Plan”):
|
•
|
shares that may be issued in connection with outstanding stock options; and
|
•
|
shares that may be issued in connection with stock awards.
|
(2)
|
Indicates a weighted average price for 3,078,299 outstanding options under our 2007 Plan and 2013 Plan. It does not take into
account the shares of our common stock underlying RSUs and PRSUs, which have no exercise price.
|
(3)
|
As of December 31, 2019, an aggregate of 198,359,350 shares remained available for issuance under the 2013 Plan and 2016 Plan and
43,070,600 shares remained available for future issuance under the Purchase Plan. Permissible awards under the 2013 Plan and 2016 Plan include incentive stock options, nonqualified stock options, restricted stock, restricted stock units,
stock appreciation rights, performance units and performance shares. In addition, our 2013 Plan provides that on the first day of each fiscal year beginning in 2014 and ending in (and including) 2023, the number of shares available for
issuance thereunder is automatically increased by a number equal to the least of (i) 60,000,000 shares, (ii) 5% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year, or (iii) such other
amount as our board of directors may determine. Our Purchase Plan provides that on the first day of each fiscal year beginning in 2014 and ending in (and including) 2033, the number of shares available for issuance thereunder is
automatically increased by a number equal to the least of (i) 11,300,000 shares, (ii) 1% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year, or (iii) such other amount as our board of
directors may determine. On January 1, 2020, the number of shares available for issuance under our 2013 Plan and our Purchase Plan increased by 38,980,970 shares and 7,796,194 shares, respectively, pursuant to these provisions. These
increases are not reflected in the table above.
|
(4)
|
Includes shares of common stock to be issued upon exercise of outstanding stock options under the following plans which have been
assumed by us in connection with certain of our acquisition transactions: Afterlive.tv Inc. 2010 Stock Plan, Bluefin Labs, Inc. 2008 Stock Plan, CardSpring Inc. Amended and Restated 2011 Equity Incentive Plan, Crashlytics, Inc. 2011 Stock
Plan, Gnip, Inc. 2008 Incentive Plan, as amended, Magic Pony Technology Limited EMI Share Option Scheme, MoPub Inc. 2010 Equity Incentive Plan, Smyte Inc. Amended and Restated 2014 Stock Option and Grant Plan, and TellApart, Inc. 2009
Stock Plan.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
55
|
|
•
|
each of our directors and nominees for director;
|
•
|
each of our Named Executive Officers;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person or group who beneficially owned more than 5% of our common stock.
|
|
NAME OF BENEFICIAL OWNER
|
| |
NUMBER OF
SHARES BENEFICIALLY OWNED |
| |
PERCENTAGE
OF SHARES BENEFICIALLY OWNED |
|
|
Named Executive Officers and Directors:
|
| |
|
| |
|
|
|
Jack Dorsey(1)
|
| |
18,042,428
|
| |
2.30%
|
|
|
Omid R. Kordestani(2)
|
| |
1,311,044
|
| |
*
|
|
|
Ned Segal(3)
|
| |
324,245
|
| |
*
|
|
|
Vijaya Gadde(4)
|
| |
514,837
|
| |
*
|
|
|
Matthew Derella(5)
|
| |
50,007
|
| |
*
|
|
|
Michael Montano(6)
|
| |
296,553
|
| |
*
|
|
|
Jesse Cohn(7)
|
| |
0
|
| |
*
|
|
|
Egon Durban(8)
|
| |
1,791
|
| |
*
|
|
|
Martha Lane Fox(9)
|
| |
26,218
|
| |
*
|
|
|
Ngozi Okonjo-Iweala(10)
|
| |
11,128
|
| |
*
|
|
|
Patrick Pichette(11)
|
| |
14,309
|
| |
*
|
|
|
David Rosenblatt(12)
|
| |
95,374
|
| |
*
|
|
|
Bret Taylor(13)
|
| |
42,900
|
| |
*
|
|
|
Robert Zoellick(14)
|
| |
10,859
|
| |
*
|
|
|
All executive officers and directors as a group (14 persons)(15)
|
| |
20,741,693
|
| |
2.64%
|
|
|
Other 5% Stockholders:
|
| |
|
| |
|
|
|
The Vanguard Group(16)
|
| |
81,089,227
|
| |
10.33%
|
|
|
BlackRock, Inc.(17)
|
| |
51,753,333
|
| |
6.60%
|
|
|
Morgan Stanley and Morgan Stanley Investment Management, Inc.(18)
|
| |
46,005,326
|
| |
5.86%
|
|
*
|
Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
|
(1)
|
Consists of (i) 13,704,901 shares held of record by the Jack Dorsey Revocable Trust dated December 8, 2010, for which Mr. Dorsey
serves as trustee, (ii) 2,337,527 shares held of record by the Jack Dorsey 2010 Remainder Trust, for which Mr. Dorsey serves as trustee and (iii) 2,000,000 shares issuable pursuant to outstanding stock options which are exercisable within
60 days of the Record Date.
|
(2)
|
Consists of (i) 511,044 shares held of record by Mr. Kordestani and (ii) 800,000 shares issuable pursuant to outstanding stock
options which are exercisable within 60 days of the Record Date, all of which are fully vested.
|
(3)
|
Consists of (i) 289,523 shares held of record by Mr. Segal and (ii) 34,722 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
|
56
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
(4)
|
Consists of (i) 474,296 shares held of record by Ms. Gadde and (ii) 40,541 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(5)
|
Consists of (i) 1,257 shares held of record by Mr. Derella and (ii) 48,750 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(6)
|
Consists of (i) 253,259 shares held of record by Mr. Montano and (ii) 43,294 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(7)
|
Mr. Cohn was appointed to our board of directors on April 7, 2020.
|
(8)
|
Consists of 1,791 shares issuable upon vesting of RSUs within 60 days of the Record Date.
|
(9)
|
Consists of (i) 24,704 shares held of record by Ms. Lane Fox and (ii) 1,514 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(10)
|
Consists of (i) 9,546 shares held of record by Dr. Okonjo-Iweala and (ii) 1,582 shares issuable upon vesting of RSUs within 60 days
of the Record Date.
|
(11)
|
Consists of (i) 12,795 shares held of record by Mr. Pichette and (ii) 1,514 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(12)
|
Consists of (i) 93,860 shares held of record by Mr. Rosenblatt (ii) 1,514 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(13)
|
Consists of (i) 40,982 shares held of record by Mr. Taylor and (ii) 1,918 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(14)
|
Consists of (i) 9,345 shares held of record by Mr. Zoellick and (ii) 1,514 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(15)
|
Consists of (i) 17,763,039 shares held of record by our current directors and executive officers, (ii) 2,800,000 shares issuable
pursuant to outstanding stock options which are exercisable within 60 days of the Record Date, all of which are fully vested and (iii) 178,654 shares issuable upon vesting of RSUs within 60 days of the Record Date.
|
(16)
|
According to the information reported by The Vanguard Group (“Vanguard”) on a Schedule 13G/A filed with the SEC on February 12,
2020, Vanguard beneficially owns an aggregate of 81,089,227 shares, which consists of (i) 1,180,486 shares as to which it has sole voting power, (ii) 200,890 shares as to which it has shared voting power, (iii) 79,772,970 shares as to
which it has sole dispositive power and (iv) 1,316,257 shares as to which it has shared dispositive power. The address of Vanguard is 100 Vanguard Blvd, Malvern, PA 19355.
|
(17)
|
According to the information reported by BlackRock, Inc. (“BlackRock”) on a Schedule 13G/A filed with the SEC on February 10, 2020,
BlackRock beneficially owns an aggregate of 51,753,333 shares, which consists of (i) 45,476,894 shares as to which it has sole voting power and (ii) 51,753,333 shares as to which it has sole dispositive power. The address of BlackRock is
55 East 52nd Street, New York, NY 10055.
|
(18)
|
According to the information reported by Morgan Stanley and Morgan Stanley Investment Management, Inc. on a Schedule 13G/A jointly
filed with the SEC on February 13, 2020, (i) Morgan Stanley beneficially owns an aggregate of 46,005,326 shares, which consists of (A) 40,314,970 shares as to which it has shared voting power and (B) 46,005,326 shares as to which it has
shared dispositive power and (ii) Morgan Stanley Investment Management, Inc. beneficially owns an aggregate of 45,978,233 shares, which consists of (A) 40,291,123 shares as to which it has shared voting power and (B) 45,978,233 shares as
to which it has shared dispositive power. The address of Morgan Stanley and Morgan Stanley Investment Management, Inc. is 1585 Broadway, New York, NY 10036.
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
57
|
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or
any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
|
58
|
| |
TWITTER, INC. / 2020 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2020 Proxy Statement
|
| |
59
|
|