2018 Guide to Effective Proxies

2.17.6 CEO to median employee pay ratio | 409 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES EXECUTIVE COMPENSATION Compensation Tables (7) Mr. Noto resigned as Chief Operating Officer on February 23, 2018 and all outstanding unvested equity awards as of his date of resignation were cancelled, including the unvested portion of the outstanding award value shown in the table above. CEO PAY RATIO Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402 of Regulation S-K, under the Securities Act (“Item 402”), the company is required to disclose (i) the median of the annual total compensation of all employees of the company (except the CEO), (ii) the annual total compensation of the CEO, and (iii) the ratio of the median of the total compensation of all employees of the company to the annual total compensation of the CEO (the “Pay Ratio Disclosure”). In order to identify the median employee, the total taxable compensation in 2017 of all employees globally, including those employed on a full-time, part-time, seasonal or temporary basis by the company or any of its consolidated subsidiaries, was collected as of December 31, 2017, and then converted into U.S. dollars and annualized for those employees who were not employed for the entire 2017 fiscal year. The total taxable compensation was determined from information derived from tax and/or payroll records. We then selected an employee that was one spot above the median employee that was identified, as such employee’s annual total compensation was more representative of the annual total compensation of our employee base (the originally identified median employee received a new hire equity grant that would have inflated annual total compensation because the full value of the grant would have been required to be included as part of their total annual compensation under Item 402 even though the employee actually only received 1/4 th of that value in 2017 as a result of vesting conditions). Using this methodology, it was determined that, for 2017, the median employee was an exempt, full-time employee located in the U.S. Our CEO, Mr. Dorsey had annual total compensation for 2017, calculated using the requirements of Item 402 for purposes of the Pay Ratio Disclosure, of $0.00 because Mr. Dorsey declined all compensation during 2017. The annual total compensation of the median employee of the company for 2017, calculated using the same requirements under Item 402 for purposes of the Pay Ratio Disclosure, which included base pay, incentive compensation, the grant date fair value of equity grants and the company’s matching contribution to that employee’s 401(k) plan, was $161,860. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the company (except the CEO) was 0. The Pay Ratio Disclosure presented above is a reasonable estimate calculated in a manner consistent with Item 402. Because the SEC’s final regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the company’s Pay Ratio Disclosure may not be comparable to that reported by other companies. TWITTER, INC. / 2018 Proxy Statement 61 TWITTER, INC.