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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Twitter Inc | NYSE:TWTR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 53.70 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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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 four Class II directors to serve until our 2024 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 approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive
officers;
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4.
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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, 2021;
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5.
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To approve an amendment to our amended and restated certificate of incorporation to declassify our board of directors;
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6.
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To consider and vote upon two stockholder proposals, if each is properly presented at the Annual Meeting;
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7.
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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. / 2021 Proxy Statement
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TWITTER, INC. / 2021 Proxy Statement
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TWITTER, INC. / 2021 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 four Class II directors to serve until our 2024
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) The approval, on an advisory basis, of the frequency of future
stockholder advisory votes on the compensation of our named executive officers every ONE YEAR.
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ONE YEAR
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(Proposal No. 4) Ratification of the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for our fiscal year ending December 31, 2021.
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FOR
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(Proposal No. 5) The approval of an amendment to our amended and restated certificate
of incorporation to declassify our board of directors.
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FOR
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(Proposal No. 6) A stockholder proposal regarding a climate report, if properly
presented at the Annual Meeting.
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AGAINST
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(Proposal No. 7) A stockholder proposal regarding a director candidate with human
and/or civil rights expertise, if properly presented at the Annual Meeting.
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AGAINST
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2
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TWITTER, INC. / 2021 Proxy Statement
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TWITTER, INC. / 2021 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. 1) The election of four Class II directors to serve until our 2024
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 their 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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(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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4
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TWITTER, INC. / 2021 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. 3) The approval, on an advisory basis, of the frequency of future
stockholder advisory votes on the compensation of our named executive officers.
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The frequency (1 Year, 2 Years or 3 Years) receiving the highest number of votes
from the holders of shares present in person or by proxy at the Annual Meeting and entitled to vote thereon will be considered the frequency preferred by the stockholders.
Abstentions will have no effect on the outcome of this proposal. Broker non-votes
will also 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 how often we should submit to stockholders an advisory vote to approve the compensation of our
named executive officers.
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(Proposal No. 4) Ratification of the appointment of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for our fiscal year ending December 31, 2021.
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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. 5) The approval of an amendment to our amended and restated
certificate of incorporation to declassify our board of directors.
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The affirmative vote of the holders of at least 80% of the voting power of the
outstanding shares of our common stock entitled to vote.
Abstentions and broker non-votes are considered shares outstanding and entitled to
vote on this proposal, and thus, will have the same effect as a vote “Against” the proposal.
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(Proposal No. 6) A stockholder proposal regarding a climate 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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(Proposal No. 7) A stockholder proposal regarding a director candidate with human
and/or civil rights expertise, 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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TWITTER, INC. / 2021 Proxy Statement
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5
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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, 2021 (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/TWTR2021, 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.
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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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attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by
itself, revoke a proxy).
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6
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TWITTER, INC. / 2021 Proxy Statement
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TWITTER, INC. / 2021 Proxy Statement
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7
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•
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not earlier than January 28, 2022; and
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not later than February 27, 2022.
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•
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the 90th day prior to our 2022 annual meeting of stockholders; or
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the 10th day following the day on which public announcement of the date of 2022 annual meeting of
stockholders is first made.
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8
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TWITTER, INC. / 2021 Proxy Statement
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TWITTER, INC. / 2021 Proxy Statement
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9
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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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COMPENSATION
COMMITTEE
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NOMINATING
AND
CORPORATE
GOVERNANCE
COMMITTEE
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RISK
COMMITTEE
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Directors with Terms expiring at the Annual Meeting/Nominees
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Jesse Cohn
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I I
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40
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Director
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2020
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2021
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2024
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X
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Martha Lane Fox
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I I
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47
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Director
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2016
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2021
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2024
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X
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Fei-Fei Li(1)
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I I
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44
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Director
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2020
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2021
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2024
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X
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David Rosenblatt
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I I
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53
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Director
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2010
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2021
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2024
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X
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Continuing Directors
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Jack Dorsey
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I I I
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44
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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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I I I
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47
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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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Omid R. Kordestani
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I
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57
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Director
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2015
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2023
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—
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Patrick Pichette
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I I I
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58
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Independent Board Chair
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2017
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2022
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—
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X
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Bret Taylor
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I
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40
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Director
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2016
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2023
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—
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X
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Robert Zoellick(3)
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I I I
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67
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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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Dr. Li was appointed to the compensation committee effective February 15, 2021 replacing Mr. Pichette who resigned therefrom
effective February 15, 2021.
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(2)
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Mr. Durban was appointed to the nominating and corporate governance committee effective February 15, 2021 replacing Mr. Zoellick
who resigned therefrom effective February 15, 2021.
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(3)
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Mr. Zoellick resigned from the nominating and corporate governance committee effective February 15, 2021.
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10
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TWITTER, INC. / 2021 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. / 2021 Proxy Statement
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11
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12
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TWITTER, INC. / 2021 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 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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TWITTER, INC. / 2021 Proxy Statement
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13
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✓
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Extensive research experience in artificial intelligence, machine learning, deep learning and computer vision.
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✓
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In-depth knowledge of the technology sector.
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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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14
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TWITTER, INC. / 2021 Proxy Statement
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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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✓
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In-depth knowledge of the technology sector.
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✓
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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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TWITTER, INC. / 2021 Proxy Statement
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15
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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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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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✓
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Outside board experience as a director of a large, complex global public company.
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16
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TWITTER, INC. / 2021 Proxy Statement
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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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✓
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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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TWITTER, INC. / 2021 Proxy Statement
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17
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•
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Declassification of Board. Based on the
committee’s recommendation, we have included a proposal to amend our amended and restated certificate of incorporation to eliminate our classified board structure, and our board of directors has recommended that stockholders vote in favor of this proposal. If this proposal is approved by the stockholders, the proposed amendment will be filed with the Secretary of
State of the State of Delaware, and at each annual meeting of
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18
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TWITTER, INC. / 2021 Proxy Statement
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•
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Current Management Structure. The committee
expressed its confidence in management and recommended that our current management structure remain in place.
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•
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CEO Succession Plan. Working with our CEO,
the committee updated our CEO succession plan. Our nominating and corporate governance committee will continue with its responsibilities to oversee the succession plan.
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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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helps to ensure the independence and performance of the independent registered public accounting firm;
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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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TWITTER, INC. / 2021 Proxy Statement
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19
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•
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reviews our policies on risk assessment and risk management;
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•
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reviews related person transactions; and
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•
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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 and non-employee directors;
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•
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administers our equity compensation plans;
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•
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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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•
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establishes and reviews general policies relating to compensation and benefits of our employees.
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•
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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;
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•
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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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•
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evaluates the performance of our board of directors and of individual directors;
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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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•
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reviews developments in corporate governance practices;
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•
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evaluates our initiatives in sustainability, corporate responsibility and charitable contributions;
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•
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evaluates the adequacy of our corporate governance practices and reporting; and
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•
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develops and makes recommendations to our board of directors regarding corporate governance
guidelines and matters.
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20
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TWITTER, INC. / 2021 Proxy Statement
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•
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explores, evaluates, considers, reviews and (if applicable) makes recommendations to the board
regarding the company’s risk management infrastructure, framework and activities;
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•
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periodically reviews major risk exposures and the steps taken to monitor and control those exposures;
and
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•
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oversees designated areas of risk that are not the primary responsibility of another committee of the
board, or retained by the board’s direct oversight, including environmental, social and corporate governance (“ESG”).
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TWITTER, INC. / 2021 Proxy Statement
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21
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22
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TWITTER, INC. / 2021 Proxy Statement
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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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✓
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| |
Independent Chair of our board of directors
|
|
|
✓
|
| |
Majority voting with director resignation policy for election of directors
|
|
|
✓
|
| |
Compensation recovery (clawback) policy for cash-based incentive or performance-based
equity compensation in the event of a financial restatement
|
|
|
✓
|
| |
Thoughtful board refreshment process
|
|
|
✓
|
| |
100% independent committee members
|
|
|
✓
|
| |
Succession planning process
|
|
|
✓
|
| |
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
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
23
|
|
•
|
director qualifications;
|
•
|
director independence;
|
•
|
director responsibilities;
|
•
|
executive sessions and leadership roles;
|
|
24
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
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.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
25
|
|
|
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 and employee
compensation programs and arrangements, including incentive and equity plan structures and practices.
|
|
|
Nominating and Corporate Governance Committee
|
| |
Risks and exposures associated with board organization, membership and structure,
succession planning, corporate governance and overall board effectiveness.
|
|
|
Risk Committee
|
| |
Risks associated with Twitter’s risk management infrastructure, framework and
activities and periodically review major risk exposures and the steps taken to monitor and control those exposures, with particular responsibility for overseeing designated areas of risk that are not the primary responsibility of another
committee of the board, or retained by the board’s direct oversight, including ESG.
|
|
|
26
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
a company-wide three-year objective focused on diversity and decentralization;
|
•
|
clearly-defined targets for workforce representation and inclusion metrics across every executive
leader;
|
•
|
an internal dashboard accessible to all employees to track progress against our objective;
|
•
|
an expanded team of Inclusion & Diversity leaders across our business;
|
•
|
refreshing our hiring practices to require diverse slates for all open roles and put inclusive hiring
principles at the forefront;
|
•
|
a Consistency & Fairness Taskforce to review our employee promotions process; and
|
•
|
investing in our employee Business Resource Group leaders, who foster a culture of inclusivity and
belonging within our company, including introducing a new formal compensation program.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
27
|
|
|
28
|
| |
TWITTER, INC. / 2021 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
|
|
|
Risk Committee
|
| |
$3,750
|
| |
$2,500
|
|
|
DIRECTOR
|
| |
FEES EARNED
OR PAID IN CASH
($)
|
| |
STOCK
AWARDS
($) (1)
|
| |
TOTAL
($)
|
|
|
Jesse Cohn(2)
|
| |
33,333
|
| |
243,722
|
| |
277,055
|
|
|
Egon Durban(3)
|
| |
—
|
| |
320,809
|
| |
320,809
|
|
|
Martha Lane Fox(4)
|
| |
70,000
|
| |
224,975
|
| |
294,975
|
|
|
Fei-Fei Li(5)
|
| |
29,167
|
| |
224,975
|
| |
254,142
|
|
|
Ngozi Okonjo-Iweala(6)
|
| |
55,833
|
| |
224,975
|
| |
280,808
|
|
|
Omid Kordestani(7)
|
| |
29,167
|
| |
2,912,600
|
| |
2,941,767
|
|
|
Patrick Pichette(8)
|
| |
90,000
|
| |
224,975
|
| |
314,975
|
|
|
David Rosenblatt(9)
|
| |
35,417
|
| |
309,998
|
| |
345,415
|
|
|
Bret Taylor(10)
|
| |
—
|
| |
284,997
|
| |
284,997
|
|
|
Robert Zoellick(11)
|
| |
78,333
|
| |
224,975
|
| |
303,309
|
|
(1)
|
The amounts reported represent the grant date fair value of RSUs granted in 2020. 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 17, 2021.
|
(2)
|
As of December 31, 2020, Mr. Cohn held 3,402 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 27, 2021, subject to continued service through each such vesting date.
|
(3)
|
As of December 31, 2020, Mr. Durban held 4,158 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 27, 2021, subject to continued service through each such vesting date.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
29
|
|
(4)
|
As of December 31, 2020, Ms. Lane Fox held 3,402 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 27, 2021, subject to continued service through each such vesting date.
|
(5)
|
As of December 31, 2020, Dr. Li held 3,402 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 27, 2021, subject to continued service through each such vesting date.
|
(6)
|
As of December 31, 2020, Dr. Okonjo-Iweala held 3,402 RSUs which ordinarily would have vested in quarterly installments similar to
other RSU awards granted to directors. Any RSUs remaining unvested as of Dr. Okonjo-Iweala’s departure date from our board of directors that were canceled effective February 28, 2021.
|
(7)
|
As of December 31, 2020, Mr. Kordestani held the following awards: (i) 40,000 TSR PRSUs at target awarded in 2019 which will vest
100% based on our stock price performance versus the NASDAQ Internet Index following a two-year performance period, subject to continued service, (ii) 60,000 Financial PRSUs at target awarded in 2020 which vest one-third per year over
three years following a one-year performance period, subject to continued service, and (iii) 40,000 TSR PRSUs at target awarded in 2020 which vest 100% based on Twitter stock price performance versus the NASDAQ Internet Index following a
three-year performance period, subject to continued service. These PRSUs are subject to the same vesting conditions as the PRSUs granted to our named executive officers in 2020. For more information relating to the vesting conditions for
these PRSU awards, see the section entitled “Executive Compensation—2020 PRSUs” below.
|
(8)
|
As of December 31, 2020, Mr. Pichette held 3,402 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 27, 2021, subject to continued service through each such vesting date.
|
(9)
|
As of December 31, 2020, Mr. Rosenblatt held 4,687 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 27, 2021, subject to continued service through each such vesting date. As a result of Mr. Rosenblatt leaving the nominating and corporate governance committee as a result of changes
to the committee structures on February 15, 2021, Mr. Rosenblatt’s service did not continue through such RSUs’ vesting date and he will pay back to Twitter any amounts owed.
|
(10)
|
Mr. Taylor elected to receive all cash fees in the form of RSUs. As of December 31, 2020, Mr. Taylor held 4,309 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 27, 2021, subject to continued service through each such vesting date.
|
(11)
|
As of December 31, 2020, Mr. Zoellick held 3,402 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 27, 2021, subject to continued service through each such vesting date.
|
|
30
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
31
|
|
|
32
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
33
|
|
|
34
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
| |
2019
|
| |
2020
|
|
|
|
| |
(IN THOUSANDS)
|
| |||
|
Audit Fees(1)
|
| |
$ 6,306
|
| |
$ 6,520
|
|
|
Audit-Related Fees(2)
|
| |
$1,721
|
| |
$ 607
|
|
|
Tax Fees(3)
|
| |
$ 2,536
|
| |
$ 3,338
|
|
|
All Other Fees(4)
|
| |
$18
|
| |
$17
|
|
|
Total Fees
|
| |
$10,581
|
| |
$ 10,482
|
|
(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 not reported under “Audit Fees.” These services include accounting consultations concerning financial accounting and reporting standards, due diligence
procedures in connection with acquisitions and procedures related to other attest services. Fees for our fiscal years ended December 31, 2019 and 2020 also consisted of professional services rendered in connection with our securities
offerings.
|
(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. / 2021 Proxy Statement
|
| |
35
|
|
|
36
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
37
|
|
1
|
https://www.cnn.com/2020/11/11/politics/climate-executive-actions-joe-biden/index.html
|
2
|
https://www.govtrack.us/congress/bills/subjects/climate_change_and_ greenhouse_gases/6040#sort=-introduced_date
|
3
|
https://www.nature.com/articles/d41586-020-00175-5
|
4
|
https://www.cftc.gov/sites/default/files/2020-09/9-9-20%20Report%20of%20the%20Subcommittee%20on%20Climate-Related%20Market
|
5
|
https://www.climateaction100.org/wp-content/uploads/2020/12/Net-Zero-Benchmark-Indicators-12.15.20.pdf
|
6
|
https://www.blackrock.com/corporate/compliance/insights-terms-and-conditions?targetUrl=%2Fcorporate%2Fliterature%2Fwhitepaper%2
|
7
|
https://www.morningstar.com/articles/994219/sustainable-funds-continue-to-rake-in-assets-during-the-second-quarter
|
8
|
https://blog.twitter.com/en_us/topics/company/2020/earth-day-2020.html
|
9
|
https://www.greentechmedia.com/articles/read/google-pledges-24-7-carbon-free-energy-by-2030
|
10
|
https://www.salesforce.com/content/dam/web/en_us/www/documents/white-papers/step-up-commitments.pdf
|
|
38
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
39
|
|
|
40
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
41
|
|
•
|
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.
|
|
42
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
NAME
|
| |
AGE
|
| |
POSITION
|
|
|
Jack Dorsey
|
| |
44
|
| |
Chief Executive Officer and Director
|
|
|
Ned Segal
|
| |
46
|
| |
Chief Financial Officer
|
|
|
Vijaya Gadde
|
| |
46
|
| |
Chief Legal Officer and Secretary
|
|
|
Matthew Derella
|
| |
43
|
| |
Customers Lead
|
|
|
Michael Montano
|
| |
35
|
| |
Engineering Lead
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
43
|
|
•
|
Jack Dorsey, Chief Executive Officer (“CEO”)
|
•
|
Ned Segal, Chief Financial Officer (“CFO”)
|
•
|
Vijaya Gadde, Chief Legal Officer and Secretary
|
•
|
Matthew Derella, Customers Lead
|
•
|
Michael Montano, Engineering Lead
|
•
|
Increased Performance-Based Pay Mix. In 2020,
our compensation committee adopted a traditional approach more reflective of how companies compensate their executives by adding an annual cash incentive to reward achievement of rigorous short-term performance objectives, as an enhancement to the primary elements of our historical compensation program of base salary and long-term equity compensation.
|
•
|
New Annual Executive Incentive Compensation Plan (“Annual Incentive Plan”). In 2020, our compensation committee approved an annual cash incentive plan that emphasized the results of revenue, profitability and individual performance. To strengthen the annual incentive program and drive a pay-for-performance culture, the compensation committee established a threshold level of performance requirement in order
to fund any payout under the plan.
|
•
|
2020 Annual Incentive Plan Payouts Tie to Performance. In 2020 we did not achieve the revenue and profitability expectations set by our compensation committee but we did exceed the threshold level of performance for the revenue metric to fund an award at 32% of target under the Annual Incentive Plan. For more discussion of executive annual incentive awards, see the section titled “Annual Incentive
Plan” below.
|
•
|
Performance-Based RSU (“PRSU”) Results Tie to Performance. The two-year performance period for the 2019-2020 relative Total Shareholder Return (“TSR”) award that was granted in fiscal year 2019 and the one-year performance period for the 2020 Revenue and Operating (“Financial”) award under our PRSU program ended at the end of fiscal year 2020. Under these programs, 52% of the 2019-2020 relative TSR
PRSUs and 50% of the 2020 Financial PRSUs were earned based on actual results.
|
|
44
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
Longer PRSU Performance Period and PRSU and RSU Vesting Schedules. To more closely align with market and investor best practices, we adopted a longer performance period for our relative TSR PRSUs granted in 2020, moving from a two-year performance period to a three-year performance period, with any earned relative TSR PRSUs vesting at the end of the three-year performance period. We also modified
the vesting schedule for Financial PRSUs granted in 2020 that may be earned from a one-year cliff vest after the performance period to annual vesting over a three-year period. Finally, for our time-based RSUs, we adopted a quarterly vesting schedule over a four-year period. All vesting is subject to continued service through the applicable vesting dates.
|
•
|
Continued Emphasis on Pay-for-Performance.
Approximately 93% of the target total direct compensation opportunities for our NEOs as a group (other than our CEO) in fiscal year 2020 was comprised of
at-risk compensation (cash incentive bonus and equity awards at target). We believe having a significant amount of compensation at-risk motivates our executives and aligns the interests of our NEOs with those of our stockholders.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
45
|
|
•
|
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.
|
•
|
our need to fill a particular position;
|
•
|
our financial position and growth direction;
|
•
|
the individual’s expertise and experience; and
|
•
|
the competitive nature in hiring for the position.
|
|
46
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
recommendations of our CEO and other management (except for the CEO position);
|
•
|
the individual achievement of each executive officer;
|
•
|
competitive compensation market data (as described below);
|
•
|
the experience and contributions of our executive officers to our key business objectives;
|
•
|
internal pay equity based on the impact on our business and performance; and
|
•
|
existing equity holdings including unvested equity for each executive officer.
|
|
Autodesk, Inc.
|
| |
ServiceNow, Inc.
|
| |
VMWare, Inc.
|
|
|
eBay
|
| |
Snap Inc.
|
| |
Workday, Inc.
|
|
|
Electronic Arts Inc.
|
| |
Splunk Inc.
|
| |
Yelp Inc.
|
|
|
Intuit Inc.
|
| |
Square, Inc.
|
| |
Zillow Group, Inc.
|
|
|
Match Group, Inc.
|
| |
Norton LifeLock, Inc.
|
| |
|
|
|
Palo Alto Networks, Inc.
|
| |
TripAdvisor, Inc.
|
| |
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
47
|
|
|
PAY COMPONENT
|
| |
OBJECTIVE
|
| |
BENEFIT TO STOCKHOLDERS
|
|
|
Base Salary
|
| |
Provide 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
|
| |
Attracts and retains talented executives with market competitive compensation
|
|
|
Annual Incentive Plan (Cash)
|
| |
Reward achievement of annual company financial and strategic goals if we achieve
pre-established goals; rewards achievement of individual performance
|
| |
Attracts, motivates, and retains talented executives, and rewards short-term
performance
|
|
|
Equity Compensation
|
| |
Provides incentive to focus on stockholder value creation
Encourages pay for performance, enhances retention
Portfolio approach with a mix of time-based RSUs and performance-based RSUs vesting
over multiple years
|
| |
Attracts, motivates and retains talented executives, rewards long-term performance,
and aligns executive interests with stockholder interests
Focus on long-term financial performance and relative stock price performance versus
other companies
|
|
|
Benefits and Perquisites
|
| |
Provide 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
|
|
|
NAME
|
| |
2020 BASE
SALARY RATE ($)
|
|
|
Jack Dorsey
|
| |
1.40
|
|
|
Ned Segal
|
| |
600,000
|
|
|
Vijaya Gadde
|
| |
600,000
|
|
|
Matthew Derella
|
| |
600,000
|
|
|
Michael Montano
|
| |
600,000
|
|
|
48
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
NAME
|
| |
2020
TARGET
INCENTIVE % OF SALARY
|
| |
2020
MAXIMUM INCENTIVE %
OF SALARY
|
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
75%
|
| |
150%
|
|
|
Vijaya Gadde
|
| |
75%
|
| |
150%
|
|
|
Matthew Derella
|
| |
85%
|
| |
170%
|
|
|
Michael Montano
|
| |
85%
|
| |
170%
|
|
|
FINANCIAL
PERFORMANCE
MEASURE
|
| |
WEIGHTING
|
| |
PERFORMANCE
|
| |
PERFORMANCE
($M)
|
| |
FUNDING
(% of TARGET)
|
| |
ACTUAL 2020
FUNDING
(%)
|
|
|
GAAP Revenue
|
| |
50%
|
| |
Maximum
|
| |
$ 4,543
|
| |
200%
|
| |
64%
|
|
|
Target
|
| |
$ 3,950
|
| |
100%
|
| |||||||||
|
Threshold
|
| |
$ 3,639
|
| |
50%
|
| |||||||||
|
<Threshold
|
| |
<$ 3,639
|
| |
0%
|
| |||||||||
|
Adjusted EBITDA (before short-term incentive target)
|
| |
50%
|
| |
Maximum
|
| |
$ 1,896
|
| |
200%
|
| |
0%
|
|
|
Target
|
| |
$ 1,380
|
| |
100%
|
| |||||||||
|
Threshold
|
| |
$ 1,110
|
| |
50%
|
| |||||||||
|
<Threshold
|
| |
<$1,110
|
| |
0%
|
| |||||||||
|
2020 Actual Plan Funding Based on Weighting
|
| |
|
| |
|
| |
|
| |
|
| |
32%
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
49
|
|
|
NAME
|
| |
2020
ACTUAL TOTAL
FUNDING
(% OF TARGET)
|
| |
2020
ACTUAL TOTAL
FUNDING
($)
|
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
32%
|
| |
$144,000
|
|
|
Vijaya Gadde
|
| |
32%
|
| |
$144,000
|
|
|
Matthew Derella
|
| |
32%
|
| |
$163,200
|
|
|
Michael Montano
|
| |
32%
|
| |
$163,200
|
|
|
2020 EQUITY AWARDS
|
| |||||||||
|
FORM OF AWARD
|
| |
% OF EQUITY AWARD MIX
|
| |
DESCRIPTION
|
| |
VESTING
|
|
|
Time-Based RSUs
|
| |
50% of total award mix
|
| |
Stock-settled awards subject to time-based vesting conditions
Provides long-term stability and retention of the executive team and aligns the
interests of our NEOs with stockholders
|
| |
Vests over four years at a rate of 6.25% per quarter
|
|
|
Performance-Based RSUs
|
| |
50% of total award mix
• 30%
Financial PRSUs
• 20% Relative
TSR PRSUs
|
| |
Stock-settled awards subject to both performance-based and time-based vesting
conditions
Significant benefits for overachievement and significant consequences for
underachievement
|
| |
Earned Financial PRSUs vest one-third per year over three years following a one-year
performance period
Earned Relative TSR PRSUs 100% cliff vest based on Twitter stock price performance
versus the NASDAQ Internet Index following a three-year performance period
|
|
|
50
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
2020 EQUITY AWARDS
|
| ||||||||||||||||||
|
NAME
|
| |
TOTAL
TARGET
VALUE OF
EQUITY
AWARD
|
| |
FINANCIAL
PRSU
TARGET
AWARD
(#)
|
| |
FINANCIAL
PRSU
MAXIMUM
AWARD
(#)
|
| |
RELATIVE
TSR PRSU
TARGET
AWARD
(#)
|
| |
RELATIVE
TSR PRSU
MAXIMUM
AWARD
(#)
|
| |
TIME-BASED
RSU
AWARD
(#)
|
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
$7,300,000
|
| |
76,951
|
| |
153,902
|
| |
51,301
|
| |
102,602
|
| |
128,251
|
|
|
Vijaya Gadde
|
| |
$6,600,000
|
| |
69,572
|
| |
139,144
|
| |
46,381
|
| |
92,762
|
| |
115,953
|
|
|
Matthew Derella
|
| |
$6,900,000
|
| |
72,734
|
| |
145,468
|
| |
48,490
|
| |
96,980
|
| |
121,223
|
|
|
Michael Montano
|
| |
$7,300,000
|
| |
76,951
|
| |
153,902
|
| |
51,301
|
| |
102,602
|
| |
128,251
|
|
|
FINANCIAL
PERFORMANCE
MEASURE
|
| |
WEIGHTING
|
| |
PERFORMANCE
PERIOD
|
| |
PERFORMANCE
|
| |
PERFORMANCE ($M)
|
| |
FUNDING
(% of
TARGET)
|
| |
ACTUAL 2020
FUNDING
(%)
|
|
|
GAAP Revenue
|
| |
30%
|
| |
FY2020
|
| |
Maximum
|
| |
>=$4,543
|
| |
200%
|
| |
64%
|
|
|
Target
|
| |
$3,950
|
| |
100%
|
| ||||||||||||
|
Threshold
|
| |
<=$3,459
|
| |
0%
|
| ||||||||||||
|
Operating Income (before short-term incentive target and PRSU expense)
|
| |
30%
|
| |
FY2020
|
| |
Maximum
|
| |
>=$956
|
| |
200%
|
| |
36%
|
|
|
Target
|
| |
$440
|
| |
100%
|
| ||||||||||||
|
Threshold
|
| |
<=$13
|
| |
0%
|
| ||||||||||||
|
Relative TSR vs. NASDAQ Internet Index(1)
|
| |
40%
|
| |
FY2020-2022
|
| |
Maximum
|
| |
>= 50% vs
NASDAQ
Internet Index
|
| |
200%
|
| |||
|
Target
|
| |
Equals
NASDAQ
Internet Index
|
| |
100%
|
| |
N/A
|
| |||||||||
|
Threshold
|
| |
<= (33%) vs.
NASDAQ
Internet Index
|
| |
0%
|
|
(1)
|
The TSR measure Actual Performance target and Actual Vesting cannot be determined until the end of the performance period
(January 1, 2020 – December 31, 2022).
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
51
|
|
|
NAMED EXECUTIVE OFFICER(1)
|
| |
FINANCIAL
PRSU GRANT
PERFORMANCE
SHARES
(AT THRESHOLD)
|
| |
FINANCIAL
PRSU GRANT
PERFORMANCE
SHARES
(AT TARGET)
|
| |
FINANCIAL
PRSU GRANT
PERFORMANCE
SHARES
(AT MAXIMUM)
|
| |
FY2020 FINANCIAL
PRSU GRANT
PERFORMANCE
SHARES EARNED
(ACTUAL)
|
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
0
|
| |
76,951
|
| |
153,902
|
| |
38,476
|
|
|
Vijaya Gadde
|
| |
0
|
| |
69,572
|
| |
139,144
|
| |
34,786
|
|
|
Matthew Derella
|
| |
0
|
| |
72,734
|
| |
145,468
|
| |
36,367
|
|
|
Michael Montano
|
| |
0
|
| |
76,951
|
| |
153,902
|
| |
38,476
|
|
(1)
|
Mr. Dorsey declined all equity compensation in 2020.
|
|
NAMED EXECUTIVE OFFICER
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(AT THRESHOLD)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(AT TARGET)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(AT MAXIMUM)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(ACTUAL)
|
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
0
|
| |
55,600
|
| |
111,200
|
| |
28,912
|
|
|
Vijaya Gadde
|
| |
0
|
| |
68,800
|
| |
137,600
|
| |
35,776
|
|
|
Matthew Derella
|
| |
0
|
| |
16,000
|
| |
32,000
|
| |
8,320
|
|
|
Michael Montano
|
| |
0
|
| |
42,000
|
| |
84,000
|
| |
21,840
|
|
|
52
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
NAMED EXECUTIVE OFFICER(1)(2)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(AT THRESHOLD)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(AT TARGET)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(AT MAXIMUM)
|
| |
RELATIVE TSR
PRSU GRANT
PERFORMANCE
GOAL
(ACTUAL)
|
|
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
0
|
| |
51,301
|
| |
102,602
|
| |
N/A
|
|
|
Vijaya Gadde
|
| |
0
|
| |
46,381
|
| |
92,762
|
| |
N/A
|
|
|
Matthew Derella
|
| |
0
|
| |
48,490
|
| |
96,980
|
| |
N/A
|
|
|
Michael Montano
|
| |
0
|
| |
51,301
|
| |
102,602
|
| |
N/A
|
|
(1)
|
Mr. Dorsey declined all equity compensation in 2020.
|
(2)
|
The actual performance for the PRSU grant for the 2020-2022 fiscal year performance period (TSR performance goal) cannot be
determined until the end of the performance period (January 1, 2020 – December 31, 2022)
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
53
|
|
|
54
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
maintaining an emphasis on financial results and the use of rigorous threshold performance standards
before any funding, but broadening the plan’s funding metrics to also include growth in monetizable daily active usage (mDAU);
|
•
|
driving accountability for our global diversity goals by tying a portion of each executive’s final
payout to achievement of our global inclusion and diversity measures; and
|
•
|
reducing the discretionary impact that individual performance has on each executive’s final payout from
20% to 10%.
|
|
|
| |
Compensation Committee
Bret Taylor (Chair)
Fei-Fei Li
David Rosenblatt
|
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
55
|
|
|
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
|
| |
2020
|
| |
1.40
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1.40
|
|
|
2019
|
| |
1.40
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1.40
|
| |||
|
2018
|
| |
1.40
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1.40
|
| |||
|
Ned Segal
Chief Financial Officer
|
| |
2020
|
| |
600,000
|
| |
—
|
| |
144,000
|
| |
7,296,999
|
| |
3,000
|
| |
8,043,989
|
|
|
2019
|
| |
573,077
|
| |
—
|
| |
—
|
| |
5,530,462
|
| |
3,000
|
| |
6,106,539
|
| |||
|
2018
|
| |
500,000
|
| |
—
|
| |
—
|
| |
4,460,054
|
| |
3,000
|
| |
4,963,054
|
| |||
|
Vijaya Gadde
Chief Legal Officer and Secretary
|
| |
2020
|
| |
600,000
|
| |
—
|
| |
144,000
|
| |
6,597,261
|
| |
3,000
|
| |
7,344,261
|
|
|
2019
|
| |
573,077
|
| |
—
|
| |
—
|
| |
7,324,526
|
| |
3,000
|
| |
7,900,603
|
| |||
|
2018
|
| |
498,077
|
| |
—
|
| |
—
|
| |
11,298,824
|
| |
3,000
|
| |
11,799,901
|
| |||
|
Matthew Derella
Customers Lead
|
| |
2020
|
| |
600,000
|
| |
—
|
| |
163,200
|
| |
6,897,134
|
| |
3,000
|
| |
7,663,334
|
|
|
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
|
| |
2020
|
| |
600,000
|
| |
—
|
| |
163,200
|
| |
7,296,999
|
| |
—
|
| |
8,060,199
|
|
|
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 prior years, Mr. Dorsey elected to
forego any compensation for 2020 other than a base salary of $1.40.
|
(2)
|
Amounts disclosed in this column relate to (i) a one-time discretionary payment made to Mr. Derella in 2019 for no longer being
eligible to participate in our Incentive Compensation Plan and (ii) commission payments made to Mr. Derella in 2018 as a participant in the Incentive Compensation Plan.
|
(3)
|
The 2020 amounts represent the amounts earned for performance under our Annual Incentive Plan during fiscal 2020 and paid in fiscal
2021. The Annual Incentive Plan is described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Goals—Annual Incentive Plan” on page 49. The
2018 amount disclosed in this column relates to a performance bonus paid to Mr. Montano 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 reflect the grant date fair value computed in accordance with FASB ASC Topic 718. The 2020 amounts disclosed in this column include PRSUs under the 2013 Plan at the target award level for the 2020 fiscal year
performance period (Financial PRSU performance goals) and the 2020-2022 fiscal year performance period (Relative TSR performance goal) as described in the section titled “Executive Compensation—Compensation Discussion and
Analysis—Compensation Philosophy and Goals—Equity Compensation” on page 50. 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 NEOs in 2020, 2019, or 2018. For further information on the RSU
and PRSU grants made in 2020 (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 2020” table below. The amounts
reported for the PRSU 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 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 awards granted in this column for 2020 would increase as follows: Mr. Segal from $3,735,468 to $7,470,937;
Ms. Gadde, from $3,377,246 to $6,754,493; Mr. Derella, from $3,530,772 to $7,061,543; and Mr. Montano, from $3,735,468 to $7,470,937.
|
(5)
|
Amounts disclosed in this column include company contributions made to our NEOs’ 401(k) account, which contribution was made to all
eligible employees generally.
|
|
56
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
|
| |
|
| |
ESTIMATED POSSIBLE
PAYOUTS UNDER
NON-EQUITY
INCENTIVE PLAN AWARDS(1)
|
| |
ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN AWARDS
|
| |
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OR
UNITS (#)
|
| |
GRANT DATE
FAIR VALUE
OF STOCK
AWARDS
($)(2)
|
| ||||||||||||
|
NAME
|
| |
GRANT DATE
|
| |
THRESHOLD
($)
|
| |
TARGET
($)
|
| |
MAXIMUM
($)
|
| |
THRESHOLD
(#)
|
| |
TARGET
(#)
|
| |
MAXIMUM
(#)
|
| ||||||
|
Jack Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
4/12/2020(3)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
128,251
|
| |
3,561,530
|
|
|
4/12/2020(4)
|
| |
|
| |
|
| |
|
| |
0
|
| |
76,951
|
| |
153,902
|
| |
|
| |
2,136,929
|
| |||
|
4/12/2020(5)
|
| |
|
| |
|
| |
|
| |
0
|
| |
51,301
|
| |
102,602
|
| |
|
| |
1,598,539
|
| |||
|
|
| |
0
|
| |
450,000
|
| |
900,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Vijaya Gadde
|
| |
4/12/2020(3)
|
| |
|
| |
|
| |
|
| |
0
|
| |
|
| |
|
| |
115,953
|
| |
3,220,015
|
|
|
4/12/2020(4)
|
| |
|
| |
|
| |
|
| |
0
|
| |
69,572
|
| |
139,144
|
| |
|
| |
1,932,014
|
| |||
|
4/12/2020(5)
|
| |
|
| |
|
| |
|
| |
0
|
| |
46,381
|
| |
92,762
|
| |
|
| |
1,445,232
|
| |||
|
|
| |
0
|
| |
450,000
|
| |
900,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Matthew Derella
|
| |
4/12/2020(3)
|
| |
|
| |
|
| |
|
| |
0
|
| |
|
| |
|
| |
121,223
|
| |
3,366,363
|
|
|
4/12/2020(4)
|
| |
|
| |
|
| |
|
| |
0
|
| |
72,734
|
| |
145,468
|
| |
|
| |
2,019,823
|
| |||
|
4/12/2020(5)
|
| |
|
| |
|
| |
|
| |
0
|
| |
48,490
|
| |
96,980
|
| |
|
| |
1,510,948
|
| |||
|
|
| |
0
|
| |
510,000
|
| |
1,020,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Michael Montano
|
| |
4/12/2020(3)
|
| |
|
| |
|
| |
|
| |
0
|
| |
|
| |
|
| |
128,251
|
| |
3,561,530
|
|
|
4/12/2020(4)
|
| |
|
| |
|
| |
|
| |
0
|
| |
76,951
|
| |
153,902
|
| |
|
| |
2,136,929
|
| |||
|
4/12/2020(5)
|
| |
|
| |
|
| |
|
| |
0
|
| |
51,301
|
| |
102,602
|
| |
|
| |
1,598,539
|
| |||
|
|
| |
0
|
| |
510,000
|
| |
1,020,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
Represents awards granted under our Annual Incentive Plan in fiscal year 2020. These columns show the awards that were possible at
the threshold, target, and maximum levels of performance. Actual cash incentive awards earned in fiscal year 2020 by the NEOs under the Annual Incentive Plan are shown in the column titled “Non-Equity Incentive Plan Compensation” in the
“Summary Compensation Table.”
|
(2)
|
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 NEOs.
|
(3)
|
Reflects the award of RSUs for such NEOs as described in the section titled “Executive Compensation—Compensation Discussion and
Analysis—Compensation Philosophy and Goals—Equity Compensation” on page 50.
|
(4)
|
Reflects the award of PRSUs at the threshold, target and maximum award levels for the 2020 fiscal year performance period
(Financial PRSU performance goals) as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Goals—Equity Compensation” on page 50. 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.
|
(5)
|
Reflects the award of PRSUs at the threshold, target and maximum award levels for the 2020-2022 fiscal year performance period
(Relative TSR performance goal) as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Goals—Equity Compensation” on page 50. 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.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
57
|
|
|
|
| |
|
| |
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)
|
| |
448,297
|
| |
—
|
| |
$3.115
|
| |
5/10/2021
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
8/25/2017(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
138,889
|
| |
7,520,839
|
|
|
5/30/2018(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
64,857
|
| |
3,512,007
|
| |||
|
3/5/2019(7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,000
|
| |
2,166,000
|
| |||
|
3/5/2019(8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,912
|
| |
1,565,585
|
| |||
|
4/12/2020(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
104,204
|
| |
5,642,647
|
| |||
|
4/12/2020(10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
38,476
|
| |
2,083,475
|
| |||
|
4/12/2020(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
102,602
|
| |
5,555,898
|
| |||
|
Vijaya Gadde
|
| |
5/30/2018(12)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
77,828
|
| |
4,214,386
|
|
|
3/5/2019(13)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
65,000
|
| |
3,519,750
|
| |||
|
3/5/2019(8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
35,776
|
| |
1,937,270
|
| |||
|
4/12/20209(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
94,212
|
| |
5,101,580
|
| |||
|
4/12/2020(10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
34,786
|
| |
1,883,662
|
| |||
|
4/12/2020(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
92,762
|
| |
5,023,062
|
| |||
|
Matthew Derella
|
| |
5/30/2018(14)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
71,342
|
| |
3,863,169
|
|
|
3/5/2019(15)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
146,000
|
| |
7,905,900
|
| |||
|
3/5/2019(8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,320
|
| |
450,528
|
| |||
|
4/12/2020(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
98,494
|
| |
5,333,450
|
| |||
|
4/12/2020(10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
36,367
|
| |
1,969,273
|
| |||
|
4/12/2020(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
96,980
|
| |
5,251,467
|
| |||
|
Michael Montano
|
| |
4/4/2018(16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
78,089
|
| |
4,228,519
|
|
|
7/26/2018(17)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
69,014
|
| |
3,737,108
|
| |||
|
3/5/2019(18)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
111,000
|
| |
6,010,650
|
| |||
|
3/5/2019(8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
21,840
|
| |
1,182,636
|
| |||
|
4/12/2020(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
104,204
|
| |
5,642,647
|
| |||
|
4/12/2020(10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
38,476
|
| |
2,083,475
|
| |||
|
4/12/2020(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
102,602
|
| |
5,555,898
|
|
(1)
|
Each of the outstanding equity awards was granted pursuant to our 2007 Equity Incentive Plan (“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.
|
|
58
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
(3)
|
This column represents the fair market value of the shares of our common stock underlying the RSUs and PRSUs as of December 31,
2020, based on the closing price of our common stock, as reported on the NYSE, of $54.15 per share on December 31, 2020.
|
(4)
|
All of the shares of common stock subject to this option were fully vested as of May 9, 2015. The 448,297 shares underlying
unexercised options listed in the table were exercised in 2021 and are no longer outstanding as of the date of this proxy statement.
|
(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)
|
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.
|
(8)
|
PRSUs granted for 2019-2020 performance period (Relative TSR performance goal) reported at the actual payout level.
|
(9)
|
RSUs vest quarterly subject to continued service through each vesting date (at a rate of 6.25% of the total RSUs awarded on date of
grant).
|
(10)
|
PRSUs granted for 2020 performance period (Financial PRSU performance goals) reported at the actual payout level.
|
(11)
|
PRSUs granted for 2020-2022 performance period (Relative TSR performance goal) reported at the maximum payout level.
|
(12)
|
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.
|
(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)
|
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.
|
(15)
|
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.
|
(16)
|
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.
|
(17)
|
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 remaining three quarters, and 25% of 18,664 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)
|
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.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
59
|
|
|
|
| |
OPTION AWARDS
|
| |
STOCK AWARDS
|
| ||||||
|
NAME
|
| |
NUMBER OF
SHARES
ACQUIRED
ON EXERCISE
(#)(1)
|
| |
VALUE
REALIZED
ON EXERCISE
($)(2)
|
| |
NUMBER OF
SHARES
ACQUIRED
ON VESTING (#)(3)
|
| |
VALUE
REALIZED
ON VESTING ($)(4)
|
|
|
Jack Dorsey
|
| |
1,551,703
|
| |
67,212,015
|
| |
—
|
| |
—
|
|
|
Ned Segal
|
| |
—
|
| |
—
|
| |
272,113
|
| |
9,949,413
|
|
|
Vijaya Gadde
|
| |
—
|
| |
—
|
| |
322,367
|
| |
11,278,571
|
|
|
Matthew Derella
|
| |
—
|
| |
—
|
| |
251,009
|
| |
8,750,565
|
|
|
Michael Montano
|
| |
—
|
| |
—
|
| |
381,528
|
| |
13,356,976
|
|
(1)
|
Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 2020.
|
(2)
|
Calculated by multiplying (i) the fair market value of common stock on the exercise date, which was determined using the closing
price on the NYSE of a share of common stock on the date of exercise, or if such day is a holiday, on the immediately preceding trading day, or the disposition price if the shares are disposed of in a disqualified disposition, minus the
exercise price, by (ii) the number of shares of common stock acquired upon exercise.
|
(3)
|
Reflects the aggregate number of shares of common stock underlying (i) RSU awards that vested in 2020 and (ii) PRSUs under the 2013
Plan earned for the 2018-2019 fiscal year performance period (Relative TSR performance goal) and the 2019 fiscal year performance period (Financial PRSUs performance goals) that vested in 2020. Of the number of shares of common stock
shown for Mr. Segal, Ms. Gadde, Mr. Derella, and Mr. Montano, 128,960, 155,375, 128,625, and 176,418, respectively, were withheld or sold to pay taxes due in connection with the vesting.
|
(4)
|
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 Mr. Segal, Ms. Gadde, Mr. Derella and Mr. Montano, $5,226,114, $5,831,324, $4,256,105, and $7,171,108, respectively, represents net proceeds after shares withheld or sold for taxes.
|
|
60
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
|
NAME
|
| |
% OF BASE
SALARY
UPON
TERMINATION
AS A RESULT
OF A CIC
|
| |
% OF
ACCELERATED
VESTING
UPON
TERMINATION
AS A RESULT
OF A CIC
|
| |
% OF BASE
SALARY
UPON
TERMINATION
NOT IN
CONNECTION
WITH A CIC
|
| |
% OF
ACCELERATED
VESTING
UPON
TERMINATION
NOT IN
CONNECTION
WITH A CIC
|
|
|
Ned Segal
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
12.5%
|
|
|
Vijaya Gadde
|
| |
100%
|
| |
50%
|
| |
100%
|
| |
12.5%
|
|
|
Matthew Derella
|
| |
100%
|
| |
50%
|
| |
100%
|
| |
12.5%
|
|
|
Michael Montano
|
| |
100%
|
| |
50%
|
| |
100%
|
| |
12.5%
|
|
|
EXECUTIVE
|
| |
PAYMENT ELEMENTS
|
| |
INVOLUNTARY
TERMINATION
AS A RESULT OF
A CIC ($)
|
| |
INVOLUNTARY
TERMINATION NOT IN
CONNECTION WITH A
CIC ($)
|
|
|
Ned Segal
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs(1)
|
| |
9,955,586
|
| |
1,244,448
|
| |||
|
RSUs
|
| |
18,841,493
|
| |
2,355,187
|
| |||
|
Health Coverage(2)
|
| |
28,142
|
| |
14,071
|
| |||
|
Total
|
| |
29,425,221
|
| |
4,213,706
|
| |||
|
Vijaya Gadde
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs(1)
|
| |
5,002,187
|
| |
1,250,547
|
| |||
|
RSUs
|
| |
6,417,858
|
| |
1,604,465
|
| |||
|
Health Coverage(2)
|
| |
27,487
|
| |
13,744
|
| |||
|
Total
|
| |
12,047,532
|
| |
3,468,756
|
| |||
|
Matthew Derella
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs(1)
|
| |
3,715,340
|
| |
928,835
|
| |||
|
RSUs
|
| |
8,551,260
|
| |
2,137,815
|
| |||
|
Health Coverage(2)
|
| |
27,918
|
| |
13,959
|
| |||
|
Total
|
| |
12,894,518
|
| |
3,680,609
|
| |||
|
Michael Montano
|
| |
Salary
|
| |
600,000
|
| |
600,000
|
|
|
PRSUs(1)
|
| |
4,609,573
|
| |
1,152,393
|
| |||
|
RSUs
|
| |
9,809,462
|
| |
2,452,366
|
| |||
|
Health Coverage(2)
|
| |
9,128
|
| |
4,564
|
| |||
|
Total
|
| |
15,028,163
|
| |
4,209,323
|
|
(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 2020 fiscal year performance period (Financial PRSUs performance goals) and 2020-2022 fiscal year performance period (Relative TSR performance goal) as described in the
section titled “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Goals—Equity Compensation” on page 50.
|
(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.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
61
|
|
|
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
|
| |
39,061,296(1)
|
| |
$19.28(2)
|
| |
266,549,995(3)
|
|
|
Equity compensation plans not approved by security holders(4)
|
| |
60,611
|
| |
$11.87
|
| |
|
|
|
Total
|
| |
39,121,907
|
| |
$18.97
|
| |
266,549,995
|
|
(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 1,375,797 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, 2020, an aggregate of 217,933,531 shares remained available for issuance under the 2013 Plan and 2016 Plan and
48,616,464 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. The 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, 2021, the number of shares available for issuance under our 2013 Plan and the Purchase Plan increased by 39,798,769 shares and 7,959,753 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: CardSpring Inc. Amended and Restated 2011 Equity Incentive Plan, Crashlytics, Inc. 2011 Stock Plan, Gnip, Inc. 2008 Incentive Plan, as amended, MoPub Inc. 2010
Equity Incentive Plan, Smyte Inc. Amended and Restated 2014 Stock Option and Grant Plan,TellApart, Inc. 2009 Stock Plan, and CrossInstall Inc. 2014 Equity Incentive Plan.
|
|
62
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
each of our directors and nominees for director;
|
•
|
each of our named executive officers;
|
•
|
all of our current directors and named 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
|
| |
2.26%
|
|
|
Omid R. Kordestani(2)
|
| |
980,374
|
| |
*
|
|
|
Ned Segal(3)
|
| |
370,414
|
| |
*
|
|
|
Vijaya Gadde(4)
|
| |
595,238
|
| |
*
|
|
|
Matthew Derella(5)
|
| |
39,902
|
| |
*
|
|
|
Michael Montano(6)
|
| |
378,278
|
| |
*
|
|
|
Jesse Cohn(7)
|
| |
7,535
|
| |
*
|
|
|
Egon Durban(8)
|
| |
10,106
|
| |
*
|
|
|
Martha Lane Fox(9)
|
| |
28,672
|
| |
*
|
|
|
Fei-Fei Li(10)
|
| |
6,803
|
| |
*
|
|
|
Patrick Pichette(11)
|
| |
20,954
|
| |
*
|
|
|
David Rosenblatt(12)
|
| |
104,748
|
| |
*
|
|
|
Bret Taylor(13)
|
| |
51,518
|
| |
*
|
|
|
Robert Zoellick(14)
|
| |
17,662
|
| |
*
|
|
|
All executive officers and directors as a group (14 persons)(15)
|
| |
20,654,632
|
| |
2.56%
|
|
|
Other 5% Stockholders:
|
| |
|
| |
|
|
|
The Vanguard Group(16)
|
| |
83,109,525
|
| |
10.41%
|
|
|
BlackRock, Inc.(17)
|
| |
53,086,357
|
| |
6.65%
|
|
|
Morgan Stanley and Morgan Stanley Investment Management, Inc.(18)
|
| |
64,287,588
|
| |
8.05%
|
|
*
|
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 Remainder LLC, the sole member of which is the Jack Dorsey Remainder Trust #3, of which Mr. Dorsey serves as co-trustee, and (iii) 2,000,000 shares beneficially
owned by Mr. Dorsey directly.
|
(2)
|
Consists of (i) 180,374 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.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
63
|
|
(3)
|
Consists of (i) 316,866 shares held of record by Mr. Segal and (ii) 53,548 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(4)
|
Consists of (i) 571,270 shares held of record by Ms. Gadde and (ii) 23,968 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(5)
|
Consists of (i) 185 shares held of record by Mr. Derella and (ii) 39,717 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(6)
|
Consists of (i) 335,409 shares held of record by Mr. Montano and (ii) 42,869 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(7)
|
Consists of (i) 5,834 shares held of record by Mr. Cohn and (ii) 1,701 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(8)
|
Consists of (i) 8,027 shares held of record by Mr. Durban and (ii) 2,079 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(9)
|
Consists of (i) 26,971 shares held of record by Ms. Lane Fox and (ii) 1,701 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(10)
|
Consists of (i) 5,102 shares held of record by Dr. Li and (ii) 1,701 shares issuable upon vesting of RSUs within 60 days of the Record
Date.
|
(11)
|
Consists of (i) 19,253 shares held of record by Mr. Pichette and (ii) 1,701 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(12)
|
Consists of (i) 102,404 shares held of record by Mr. Rosenblatt (ii) 2,344 shares issuable upon vesting of RSUs within 60 days of
the Record Date.
|
(13)
|
Consists of (i) 49,363 shares held of record by Mr. Taylor and (ii) 2,155 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(14)
|
Consists of (i) 15,961 shares held of record by Mr. Zoellick and (ii) 1,701 shares issuable upon vesting of RSUs within 60 days of the
Record Date.
|
(15)
|
Consists of (i) 19,679,531 shares held of record by our current directors and executive officers, (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 and (iii) 175,185 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 10,
2021, Vanguard beneficially owns an aggregate of 83,109,525 shares, which consists of (i) no shares as to which it has sole voting power, (ii) 1,274,514 shares as to which it has shared voting power, (iii) 79,677,742 shares as to which it
has sole dispositive power and (iv) 3,431,783 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 1, 2021,
BlackRock beneficially owns an aggregate of 53,086,357 shares, which consists of (i) 46,173,184 shares as to which it has sole voting power and (ii) 53,086,357 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 12, 2021, (i) Morgan Stanley beneficially owns an aggregate of 64,287,588 shares, which consists of (A) 57,640,300 shares as to which it has shared voting power and (B) 64,287,588 shares as to which it has
shared dispositive power and (ii) Morgan Stanley Investment Management, Inc. beneficially owns an aggregate of 64,287,588 shares, which consists of (A) 57,640,300 shares as to which it has shared voting power and (B) 64,287,588 shares as
to which it has shared dispositive power. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036 and the address of Morgan Stanley Investment Management, Inc. is 522 5th Avenue 6th Floor New York, NY 10036.
|
|
64
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
•
|
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.
|
|
|
TWITTER, INC. / 2021 Proxy Statement
|
| |
65
|
|
|
66
|
| |
TWITTER, INC. / 2021 Proxy Statement
|
|
|
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