DEF 14A of Pinterest, Inc.
Filed Apr 9, 2025 · FY20240001506293-25-000084
Business and strategic highlights
| CEO pay ratio | 52 | | Pay versus performance | 52 | | Equity compensation plan information | 57 | | Audit matters | 58 | | Proposal 3: Ratification of selection of independent auditor | | | Principal accountant fees and services | 58 | | Pre-approval policies and procedures | 59 | | Audit committee report | 59 | | Proposal 4: Approval of Amendment to Amended and Restated Certificate of Incorporation | | | Security ownership of certain beneficial owners and management | 62 | | Delinquent section 16(a) reports | 64 | | Other matters | 65 | | Related party transactions | 65 | | Stockholder proposals for the 2026 annual meeting of stockholders | 65 | | Voting and annual meeting information | 66 | | Appendix A — Information regarding Non-GAAP financial measure | 71 |
Our board of directors
Our board of directors The following table provides summary information about each of our continuing directors, including the four nominees for election at the annual meeting.
Our board of directors
| | | | Name | Principal Occupation | Age | Director Since | Independent | Committee Memberships | | | | | Leslie Kilgore | Former Chief Marketing Officer, Netflix | 59 | 2019 | Yes | Compensation Committee (chair)* | | | | | Bill Ready | Chief Executive Officer, Pinterest | 45 | 2022 | No | None | | | | | Benjamin Silbermann Non-Executive Chair | Co-Founder and non-Executive Chair, Pinterest | 42 | 2008 | No | None | | | | | Salaam Coleman Smith | Former EVP, ABC Family | 55 | 2020 | Yes | Audit Committee** Governance Committee*** | | | | | Chip Bergh | Former President & CEO, Levi Strauss & Co. | 67 | 2024 | Yes | Governance Committee (chair)1 Compensation Committee | | | | | Jeremy Levine | Partner, Bessemer Venture Partners | 51 | 2011 | Yes | Governance Committee2 | | | | | Gokul Rajaram | Former Corporate Development and Strategy Lead, DoorDash | 50 | 2020 | Yes | Compensation Committee | | | | | Marc Steinberg | Partner, Elliott Management Corporation | 35 | 2022 | Yes | Audit Committee | | | | | Fredric Reynolds | Former EVP & CFO, CBS Corporation | 74 | 2017 | Yes | Audit Committee | | | | | Scott Schenkel | Chief Financial Officer, Expedia | 57 | 2023 | Yes | Audit Committee (chair) | | | | | Andrea Wishom Lead Independent Director | President, Skywalker Holdings | 55 | 2020 | Yes | Compensation Committee |
Our board of directors
* Our talent development and compensation committee is referred to as "compensation committee" throughout this Proxy Statement. ** Our audit and risk committee is referred to as “audit committee” throughout this Proxy Statement. *** Our nominating and corporate governance committee is referred to as “governance committee” throughout this Proxy Statement. (1) Mr. Bergh assumed the position of governance committee chair effective April 1, 2025. (2) Mr. Levine served as governance committee chair for the entirety of fiscal year 2024. Mr. Bergh succeeded Mr. Levine as chair effective April 1, 2025.
Our board of directors
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Our board of directors
Our board of directors
Board composition
Board composition Our continuing board is composed of a diverse group of individuals, with a broad range of backgrounds, experience and skills relevant to our company. We believe that this provides us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution. Many of the directors have senior leadership experience at major U.S. and international companies. In these positions, they have also gained experience in areas such as management, financial planning, public company governance, sales and marketing, media and content, e-commerce, cyber security and international business. Many of our directors have experience serving on boards and board committees of other public companies and have an understanding of corporate governance practices and trends and different business processes, challenges and strategies. Further, our directors also have other experience that makes them valuable members of the board, including experience in established or growing technology companies.
Board composition
| Age | Independence | Tenure | Gender | Race/Ethnicity | | | | | | |
Board composition
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Board experience and expertise
Board experience and expertise The following reflects the experience and expertise of the members of our board, assuming the election of all nominees:
Board experience and expertise
| Governance Governance experience supports our emphasis on strong board and management accountability, transparency, protection of stockholder interests and long-term value creation. | Management Leadership and management experience enables our board to provide advice, guidance and assess the performance of our own management and workforce. | Technology or Cyber Security Experience in the technology sector is valuable to effectively oversee and understand our product strategy, and expertise in cybersecurity/privacy matters helps our board oversee these risks. | Finance Financial expertise provides our board with the financial acumen necessary to inform its oversight of our financial performance and reporting, internal controls and long-term strategic planning. | | 10 Directors | 9 Directors | 8 Directors | 8 Directors | | Sales & Marketing Experience in sales and marketing enables the directors to provide valuable advice and oversight over our ads business, sales and marketing activities and growth strategy. | Global Experience leading large, global companies and teams helps the directors to advise us on our international growth and expansion. | Media & Content Experience in the media industry and/or with content focused companies enables directors to meaningfully oversee long term strategy on content. | E-commerce Experience with e-commerce supports us in developing and strengthening the shopping initiatives on our platform. | | 5 Directors | 10 Directors | 7 Directors | 8 Directors | | Other Public Company Board Experience on other public company boards helps directors understand the operations of a public company and the applicable legal and regulatory risks. | Public Company CEO Experience as a public company CEO and expertise in public company dynamics helps our management team with strategy, performance, prioritization and leadership. | | | | 10 Directors | 4 Directors | | |
Board experience and expertise
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Class III director nominees for election at the 2025 annual meeting of stockholders
Class III director nominees for election at the 2025 annual meeting of stockholders
Class III director nominees for election at the 2025 annual meeting of stockholders
| Leslie Kilgore Former Chief Marketing Officer, Netflix, Inc. Director since 2019 | |
Class III director nominees for election at the 2025 annual meeting of stockholders
| Leslie Kilgore served as Chief Marketing Officer of Netflix, Inc., an online entertainment service, from 2000 to 2012. From 1999 to 2000, she served as Director of Marketing of Amazon.com, Inc., an online retail company. Ms. Kilgore held various positions, including Brand Manager, at The Procter & Gamble Company, a manufacturer and marketer of consumer products, from 1992 to 1999. Ms. Kilgore currently serves on the board of directors of Netflix, Inc. In addition to her public company boards, she serves on the board of directors of Discord Inc. She previously served on the board of directors of Nextdoor Holdings, Inc. from 2021 to 2023, Medallia, Inc. from 2015 to 2021, and LinkedIn Corp. from 2010 to 2016. | Our committees •Compensation Committee (chair) Other current public boards •Netflix, Inc. (member of audit committee) Education •Master of Business Administration, Stanford University Graduate School of Business •Bachelor of Science, Wharton School of Business at the University of Pennsylvania Relevant experience Extensive experience as a marketing executive with internet retailers and consumer product companies and experience as a board member of public and private companies |
Class III director nominees for election at the 2025 annual meeting of stockholders
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Class III director nominees for election at the 2025 annual meeting of stockholders
| Bill Ready CEO, Pinterest Director since 2022 | |
Class III director nominees for election at the 2025 annual meeting of stockholders
| Bill Ready has served as our Chief Executive Officer and as a director on our board since June 2022. Previously he was the president of commerce, payments & next billion users at Alphabet Inc., a technology company, from January 2020 until June 2022. Prior to joining Alphabet, Inc., Mr. Ready was executive vice president and chief operating officer of PayPal Holdings, Inc., an internet-based payment system company, from October 2016 through July 2019 and continued as executive vice president through December 2019 during the transition until he departed PayPal. Prior to that, he was PayPal’s senior vice president, global head, product & engineering from July 2015 to September 2016 and he continued to lead Braintree and Venmo operations while in various roles at PayPal following PayPal’s acquisition of Braintree (parent company of Venmo) in December 2013. From October 2011 to December 2013, he was the chief executive officer of Braintree, a mobile and web payment systems company acquired by PayPal. Prior to Braintree, Mr. Ready was executive in residence at Accel Partners, a leading Silicon Valley venture capital and growth equity firm. Mr. Ready also served as president of iPay Technologies from 2008 to 2011. He also worked as a strategy consultant for McKinsey & Company, where he advised leading financial technology companies. In addition to his public company boards, Mr. Ready is a senior advisor and limited partner of Silversmith Capital Partners. | Our committees •None Other current public boards •Williams Sonoma, Inc. (member of audit and finance committee and compensation committee) •Automatic Data Processing, Inc. (member of audit committee and corporate development and technology advisory committee) Education •Master of Business Administration, Harvard Business School •Bachelor of Science in Information Systems and Finance, University of Louisville Relevant experience Extensive experience as a C-suite-level officer and director of various technology companies |
Class III director nominees for election at the 2025 annual meeting of stockholders
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Class III director nominees for election at the 2025 annual meeting of stockholders
| Benjamin Silbermann Co-Founder, non-Executive Chair, Pinterest Director since 2008 | |
Class III director nominees for election at the 2025 annual meeting of stockholders
| Benjamin Silbermann is a Co-Founder and non-Executive Chair of Pinterest. He previously served as our Chief Executive Officer from 2008 and as President from 2012 until June 2022. Prior to co-founding Pinterest, Mr. Silbermann worked at Alphabet Inc., a technology company, from 2006 to 2008. He currently serves on the board of non-profit organizations, including The How We Feel Project and Resolve to Save Lives. | Our committees •None Other current public boards •None Education •Bachelor of Arts in Political Science, Yale University Relevant experience Deep knowledge and understanding of our company, strategy and business as our former President and CEO and experience with product development |
Class III director nominees for election at the 2025 annual meeting of stockholders
| Salaam Coleman Smith Former EVP, The Walt Disney’s ABC Television Group Director since 2020 | |
Class III director nominees for election at the 2025 annual meeting of stockholders
| Salaam Coleman Smith served as Executive Vice President at The Walt Disney’s ABC Television Group, a multinational broadcast television group from 2014 to 2016, overseeing Strategy and Programming for ABC Family. Prior to joining The Walt Disney Company, Ms. Smith worked at Comcast NBCUniversal, a multinational media company since 2003, where she served as President of Style Network from 2008 to 2013. Prior to joining Comcast NBCUniversal, Ms. Smith worked at Viacom Inc., a multinational mass media conglomerate for nearly ten years where she served as a senior executive within MTV Networks International Division and helped oversee Nickelodeon’s global expansion in Europe, Asia, and Latin America. Ms. Smith has served as a board member for several non-profit organizations, including Women in Cable Telecommunications and Dress For Success. In addition to her public boards, she also serves on the board of Scopely, an online gaming company since December 2021. | Our committees •Audit Committee (member) •Governance Committee (member) Other current public boards •Gap, Inc. (member of compensation and management development committee) Education •Bachelor of Science in Industrial Engineering, Stanford University Relevant experience Strong expertise in global media, multi-platform content, brand development, strategic planning, financial management, consumer-centric insights and C-level management |
Class III director nominees for election at the 2025 annual meeting of stockholders
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Class I directors continuing in office until the 2026 annual meeting of stockholders
Class I directors continuing in office until the 2026 annual meeting of stockholders
Class I directors continuing in office until the 2026 annual meeting of stockholders
| Chip Bergh Former President & Chief Executive Officer, Levi Strauss & Co. Director since 2024 | |
Class I directors continuing in office until the 2026 annual meeting of stockholders
| Chip Bergh is currently a Senior Lecturer at Harvard Business School. Prior to this, he served as President and Chief Executive Officer and Director of Levi Strauss & Co., a global apparel company, from 2011 to 2024. Prior to joining Levi Strauss & Co., Mr. Bergh spent 28 years at Procter & Gamble (P&G) in roles of increasing scope and complexity in brand management, general management and executive leadership. In addition to his current public company board, Mr. Bergh previously served on the boards of VF Corporation and the Economic Development Board of Singapore. | Our committees •Governance Committee (chair) •Compensation Committee (member) Other current public boards •HP, Inc. (non-executive chair and member of the HR and compensation committee and the nominating, governance and social responsibility committee) Education •Bachelor of Arts in International Affairs, Lafayette College, Pennsylvania Relevant experience Extensive leadership experience as a former public company CEO as well as global, sales, marketing, e-commerce experience, and serving on public company boards |
Class I directors continuing in office until the 2026 annual meeting of stockholders
| Jeremy Levine Partner, Bessemer Venture Partners Director since 2011 | |
Class I directors continuing in office until the 2026 annual meeting of stockholders
| Jeremy Levine is a partner at Bessemer Venture Partners, a venture capital and private equity firm, which he joined in 2001. His activities at Bessemer are focused on entrepreneurial startups and high growth companies primarily in the technology industry. In addition to his current public company board, Mr. Levine previously served on the board of directors of other public companies, including Yelp. Mr. Levine currently serves on the board of directors of several private companies. | Our committees •Governance Committee (member) Other current public boards •Shopify, Inc. (member of nominating and corporate governance committee) Education •Bachelor of Science, Duke University Relevant experience Extensive experience with technology companies, serving on the boards of directors of public and private companies, and experience as a venture capitalist |
Class I directors continuing in office until the 2026 annual meeting of stockholders
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Class I directors continuing in office until the 2026 annual meeting of stockholders
| Gokul Rajaram Former Corporate Development and Strategy Lead, DoorDash, Inc. Director since 2020 | |
Class I directors continuing in office until the 2026 annual meeting of stockholders
| Gokul Rajaram invests in and advises technology companies. He is Co-Founder of Marathon Management Partners and has served as Partner since January 2025. Previously, Mr. Rajaram served in various leadership roles at DoorDash, a food ordering service, from 2019 to 2024, most recently as Corporate Development and Strategy Lead. Previously, from 2013 to 2019, Mr. Rajaram served on the executive team of Block, Inc. previously named Square, Inc.) and led several product development teams, most recently as the lead for Caviar, a food delivery service. Prior to Block, Inc., Mr. Rajaram served as Product Director of Ads at Meta, Inc. (previously named Facebook, Inc.), a social media company. Prior to that, Mr. Rajaram was Product Management Director for Google AdSense, an online advertising product. Mr. Rajaram serves on two other public company boards - Coinbase and The Trade Desk - as well as a few late-stage private company boards. | Our committees •Compensation Committee (member) Other current public boards •The Trade Desk Inc. (member of compensation committee and audit committee) •Coinbase Global Inc. (chair of nominating and governance committee and member of compensation committee) Education •Master of Computer Science, University of Texas •Master of Business Administration, The Massachusetts Institute of Technology •Bachelor of Computer Science, Indian Institute of Technology, Kanpur Relevant experience Extensive experience with product development and as an officer and director of technology companies, including public companies |
Class I directors continuing in office until the 2026 annual meeting of stockholders
| | | | Marc Steinberg Partner, Elliott Management Corporation Director since 2022 | |
Class I directors continuing in office until the 2026 annual meeting of stockholders
| Marc Steinberg is a Partner at Elliott Management Corporation, an investment management firm. He is responsible for public and private equity investments across a range of industries, including the technology, media and telecommunications sectors. In addition to his public company boards, Mr. Steinberg currently serves on the board of directors of several private companies, including, Nielsen, a global leader in audience insights, data and analytics, Syneos Health, a fully integrated biopharmaceutical solutions organization and Cubic, a technology-driven provider of solutions for public transit and defense applications. Prior to joining Elliott in 2015, Mr. Steinberg worked at investment bank Centerview Partners. Mr. Steinberg was appointed to our board pursuant to the cooperation agreement entered into by and among the company, Elliott Associates, L.P. and Elliott International L.P. A description and a copy of the cooperation agreement is available on the Form 8-K filed with the SEC on December 6, 2022. | Our committees •Audit Committee (member) Other current public boards •Etsy, Inc. (member of audit committee) Education •Bachelor of Arts in Economics, Harvard College Relevant experience Strong experience in financial management and industry expertise as a strategic advisor to technology companies |
Class I directors continuing in office until the 2026 annual meeting of stockholders
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Class II directors continuing in office until the 2027 annual meeting of stockholders
Class II directors continuing in office until the 2027 annual meeting of stockholders
Class II directors continuing in office until the 2027 annual meeting of stockholders
| Fredric Reynolds Former Executive Vice President and Chief Financial Officer, CBS Corporation Director since 2017 | |
Class II directors continuing in office until the 2027 annual meeting of stockholders
| Fredric Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation, a mass media company, from 2006 to 2009. From 2001 to 2005, he served as President and Chief Executive Officer of Viacom Television Stations Group and as Executive Vice President and Chief Financial Officer of Viacom Inc. from 2000 to 2001. He also served as Executive Vice President and Chief Financial Officer of Westinghouse Electric Corporation, a predecessor of CBS Corporation. Prior to that, Mr. Reynolds held several positions at PepsiCo, a food and beverage corporation, for twelve years, including Chief Financial Officer or Financial Officer at Pizza Hut, Pepsi-Cola International, Kentucky Fried Chicken Worldwide and Frito-Lay. Mr. Reynolds served on the board of directors of MGM Holdings Inc. from 2010 to 2022 and Mondelez International, Inc. (formerly Kraft Foods) from 2007 to 2022. | Our committees •Audit Committee (member) Other current public boards •RTX Corporation (formerly Raytheon Technologies) (lead director, member of governance and public policy committee and human capital and compensation committee) Education •Bachelor in Business Administration, University of Miami •Certified Public Accountant Relevant experience Extensive financial, leadership and media expertise, management experience in a broad range of companies and service on the board of public companies |
Class II directors continuing in office until the 2027 annual meeting of stockholders
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Class II directors continuing in office until the 2027 annual meeting of stockholders
| Scott Schenkel Chief Financial Officer, Expedia Group Inc. Director since 2023 | |
Class II directors continuing in office until the 2027 annual meeting of stockholders
| Scott Schenkel has served as the Chief Financial Officer for Expedia Group, Inc., an online travel company, since February 2025. Prior to joining Expedia, Mr. Schenkel served as the Interim CEO and as a director of eBay Inc., a multinational e-commerce company, from September 2019 through April 2020 and its Senior Vice President and Chief Financial Officer, leading finance, analytics and information technology, as well as eBay’s Classifieds business unit from 2015 to 2019. Prior to the eBay CFO role, Mr. Schenkel spent six years as Senior Vice President and Chief Financial Officer of eBay Marketplace, where he was responsible for overseeing finance, analytics, strategy and innovation across the business. He joined eBay in 2007 as Vice President of Global Financial Planning and Analytics. Prior to eBay, Mr. Schenkel spent nearly 17 years at General Electric Company in a variety of financial leadership roles. Mr. Schenkel's last role at GE was the Chief Financial Officer of GE Healthcare Clinical Systems, a global healthcare equipment and clinical information technology solutions provider. In addition to his public company boards, Mr. Schenkel has served on the board of directors of Forter since early 2022. | Our committees •Audit Committee (chair) Other current public boards •NetApp (chair of talent & compensation committee) Education •Bachelor of Science in Finance, Virginia Polytechnic Institute and State University's Pamplin College of Business Relevant experience Extensive financial, leadership and industry expertise, management experience in a broad range of companies and service on the board of public companies |
Class II directors continuing in office until the 2027 annual meeting of stockholders
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Class II directors continuing in office until the 2027 annual meeting of stockholders
| Andrea Wishom President, Skywalker Holdings LLC Director since 2020; Lead Independent Director | |
Class II directors continuing in office until the 2027 annual meeting of stockholders
| Andrea Wishom has served as President of Skywalker Holdings, LLC, a multi-billion dollar diversified private holding company and family office since 2017. She oversees over a billion dollars in assets for various business units, human resources, finance, and all philanthropic and creative aspects for the company. Before joining Skywalker, Ms. Wishom spent over 20 years at Harpo Productions, an American multimedia production company. At Harpo Productions she held various production, programming, development and executive roles for The Oprah Winfrey Show, Harpo Studios and OWN: The Oprah Winfrey Network and most recently as the Executive Vice President. Ms. Wishom previously served on the board of directors of Nextdoor Holdings, Inc. from 2021 to 2023. She currently serves on the board of directors of several private companies, including Tory Burch LLC and Inflection AI. | Our committees •Compensation Committee (member) Other current public boards •None Education •Bachelor of Arts in English, University of California, Berkeley Relevant experience Extensive experience in media industry and C-suite-level management experience |
Class II directors continuing in office until the 2027 annual meeting of stockholders
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2024 Director compensation table
2024 Director compensation table
2024 Director compensation table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Andrea Wishom | 129,643 | 259,995 | — | 389,638 | | Benjamin Silbermann | 90,000 | 259,995 | — | 349,995 | | Evan Sharp(3) | — | — | — | — | | Chip Bergh(4) | 42,429 | 659,966 | — | 702,395 | | Fredric G. Reynolds | 64,714 | 259,995 | — | 324,709 | | Gokul Rajaram | 60,000 | 259,995 | — | 319,995 | | Jeffrey Jordan(5) | 27,857 | — | — | 27,857 | | Jeremy Levine | 61,714 | 259,995 | — | 321,709 | | Leslie Kilgore | 70,000 | 259,995 | — | 329,995 | | Marc Steinberg | 62,929 | 259,995 | — | 322,924 | | Salaam Coleman Smith | 68,786 | 259,995 | — | 328,781 | | Scott Schenkel | 74,071 | 259,995 | — | 334,066 |
2024 Director compensation table
(1)Reported amounts represent the aggregate grant date fair value of RSUs granted during 2024, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See "Notes to consolidated financial statements" included in our 2024 annual report on Form 10-K for the assumptions used in calculating the grant date fair value. These amounts do not reflect the actual economic value that may be realized from such awards. (2)As of December 31, 2024, Ms. Wishom, Ms. Kilgore, Ms. Smith, Mr. Silbermann, Mr. Reynolds, Mr. Rajaram and Mr. Levine had 6,274 RSUs outstanding; Mr. Bergh had 15,652 RSUs outstanding; Mr. Schenkel had 16,647 RSUs outstanding; and Mr. Steinberg had 11,651 RSUs outstanding. (3)Mr. Sharp did not stand for re-election at the 2024 Annual Meeting of Stockholders. Accordingly, his service as a director ended on May 23, 2024. In connection with Mr. Sharp’s transition from an executive officer of the company to an advisor on October 15, 2021, and in accordance with the previously disclosed terms of his consulting agreement, his then outstanding equity awards continued to vest while he served as a director and advisor. Mr. Sharp did not receive compensation for his services as a director. As of December 31, 2024, Mr. Sharp had no RSUs and 1,756,336 vested stock options outstanding. (4)In addition to the annual RSU grant, Mr. Bergh received an initial grant of 9,378 RSUs upon his appointment to the board in May 2024. (5)Mr. Jordan's compensation reflects amounts for his service as a director through his resignation on May 9, 2024. As of December 31, 2024, Mr. Jordan did not have any outstanding RSUs.
2024 Director compensation table
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2024 Director compensation table
Executive officers The following table sets forth information for our executive officers as of the date of this Proxy Statement. Our executive officers are appointed by and serve at the discretion of the board, and each holds office until their successor is duly elected and qualified or until their earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
2024 Director compensation table
| Name | Age | Position | | Bill Ready* | 45 | Chief Executive Officer | | Julia Brau Donnelly | 42 | Chief Financial Officer | | Matthew Madrigal | 49 | Chief Technology Officer | | Wanji Walcott | 54 | Chief Legal & Business Affairs Officer and Corporate Secretary |
2024 Director compensation table
* See “Our Board of Directors” for Mr. Ready's background. Julia Brau Donnelly has served as our Chief Financial Officer since June 2023. Prior to joining Pinterest, she served as Vice President, Global Head of Finance and Accounting at Wayfair Inc., an e-commerce platform, overseeing accounting, financial operations, and strategic corporate finance from September 2019 to June 2023. Before taking this role she served as Head of Corporate Finance from August 2017 to September 2019, and Director of Strategic Finance and Investor Relations from March 2016 to August 2017. Prior to joining Wayfair, Ms. Donnelly was a private equity investor in technology and media companies at Thomas H. Lee Partners in Boston and served on the board of directors at Agencyport Software and iHeartMedia. Ms. Donnelly holds a Master’s degree in Business Administration from Harvard Business School and a Bachelor's degree in Economics from Stanford University. Matthew Madrigal has served as our Chief Technology Officer since September 2024, where he leads the company’s product and platform direction, overseeing the product and engineering teams that build our user experiences and the machine learning systems that power them. Prior to joining Pinterest, he served as the Vice President and General Manager of Merchant Shopping at Alphabet, Inc. (Google), a technology company, from 2020 to 2024, where he led the product and engineering teams that build Google Shopping’s tools, partner integrations, and infrastructure to help businesses and merchants grow and thrive. From 2014 to 2020, Mr. Madrigal was the Chief Technology and Product Officer at Fanatics, Inc., a sports e-commerce platform, where he played a key role in shaping the mobile strategy, while expanding product development and data capabilities driving significant revenue and customer growth. Prior to that, Mr. Madrigal spent nearly four years at Williams-Sonoma, Inc. in leadership roles, most recently as the SVP of eCommerce & Marketing. Prior to that, he spent more than eight years leading product and engineering for eBay’s growth marketing and onsite advertising technology platforms. Mr. Madrigal holds a Bachelor's degree from the University of California, Berkeley. Wanji Walcott has served as our Chief Legal & Business Affairs Officer and Corporate Secretary since November 2022. Prior to joining Pinterest, she served as Executive Vice President, Chief Legal Officer at Discover Financial Services, a financial services company, from July 2019 to October 2022, where she was responsible for overseeing legal, compliance, regulatory and government relations. Prior to Discover, Ms. Walcott served as Senior Vice President and General Counsel at PayPal Holdings, Inc., an internet-based payment system company, where she led the company’s global legal organization from February 2017 to July 2019. Prior to that, she served as Vice President, Product Legal from November 2015 to February 2017. From 2002 to 2015, she held multiple leadership roles at American Express, where she last served as Senior Vice President, Managing Counsel. She also serves on the board of various non profit organizations, including the Economic Club of Chicago, the Botanic Garden of Chicago, the Minority Corporate Counsel Association and The Fredrick Gunn School. Ms. Walcott holds a Bachelor’s degree in Philosophy from Howard University and a Juris Doctor from the Howard University School of Law.
2024 Director compensation table
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2024 Director compensation table
| Proposal 2 Non-binding advisory vote on our named executive officers’ compensation |
2024 Director compensation table
In accordance with Section 14A of the Securities Exchange Act of 1934 (the "Exchange Act"), we are providing our stockholders with the opportunity to express their view, on a non-binding advisory basis, on the compensation of our named executive officers (commonly known as a "say-on-pay" vote). This say-on-pay proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices described in this Proxy Statement. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for information about our executive compensation program, including details of the 2024 compensation of our named executive officers. Our compensation committee believes that these policies and practices are effective in implementing our compensation philosophy and achieving our compensation program goals. As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our board and our compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by our stockholders, and will consider the outcome of this vote when making future executive compensation decisions. We currently conduct annual say-on-pay votes and expect to conduct the next say-on-pay vote at our 2026 annual meeting of stockholders.
2024 Director compensation table
| The board recommends a vote FOR the approval, on a non-binding advisory basis, of our named executive officers’ compensation |
2024 Director compensation table
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Compensation governance
| What we do | | | fully independent compensation committee independent compensation consultant to the compensation committee annual review of the compensation program, best practices and market trends majority of executive compensation tied to stock value annual review of succession plans for key executive officers | “double trigger” termination required for vesting in equity in connection with change in control annual stockholder non-binding advisory vote on our compensation program (say-on-pay) clawback policy in the event of a financial restatement or misconduct minimum stock ownership requirement | | What we don’t do | | | pension and executive retirement plans significant perquisites to executive officers supplemental executive benefits “single trigger” vesting in equity upon change in control | employee and director hedging and pledging of our securities tax "gross-ups" on change in control payments dividends or equivalents on unvested equity awards |
Competitive positioning
Competitive positioning The compensation committee reviews our compensation peer group at least annually and adjusts its composition as warranted, taking into account changes in our business and that of the companies in our peer group, as well as changes in our executives. For purposes of comparing our executive compensation against the competitive market and to inform compensation levels and practices, in August 2023 the compensation committee developed a peer group for 2024 compensation decision-making in consultation with its external compensation consultant. In developing the peer group, the compensation committee used the following primary criteria to identify companies with business and talent profiles similar to us: •U.S. publicly traded companies, mainly headquartered in the San Francisco Bay Area; •in internet and software-related industries; •with revenue from 0.33 to 6.0x Pinterest’s 2022 revenue of $2.8 billion, which we believe is appropriate based on our high market capitalization relative to revenue; and
Competitive positioning
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Competitive positioning
•with market capitalization from 0.25x to 4.0x Pinterest’s 30-trading day average market capitalization, which was $18.5 billion at the time. For 2024, the compensation peer group consisted of the following companies:
Competitive positioning
| Arista Networks, Inc. | Etsy, Inc.* | The Trade Desk, Inc. | | Autodesk, Inc. | Expedia Group, Inc. | Tripadvisor, Inc. | | Block, Inc. | Match Group, Inc. | Twilio Inc. | | Coinbase Global, Inc. | Okta, Inc. | Uber Technologies, Inc. | | Crowdstrike Holdings, Inc. | Palo Alto Networks Inc. | Workday, Inc. | | DocuSign, Inc. | Roblox Corporation | Yelp Inc. | | DoorDash, Inc. | Snap Inc. | Zillow Group, Inc. | | Dropbox, Inc. | SoFi Technologies, Inc. | Zoom Video Communications, Inc. | | eBay Inc. | Splunk Inc. | | | Electronic Arts Inc. | Spotify Technology SA | |
Competitive positioning
* Based on the factors described above, the companies marked with an asterisk were added to the peer group for 2024. Etsy was added as a peer based on ideal financial fit and marketplace business; they have also named Pinterest as a peer. Lyft, Qualtrics International, Twitter and VMware were used for 2023 but removed due to acquisition activity and lack of continued fit with the criteria above. The above compensation peer group for 2024 was approved by the compensation committee in August 2023, with input from the compensation committee's external compensation consultant. As described above, the market data serves as a point of reference to aid in understanding the competitive market for executive positions in our industry and is one of many factors considered in the compensation committee's decision-making. The compensation committee does not specifically target compensation for our NEOs at a certain percentile of compensation data for other individuals with similar roles at the peer companies. In addition to publicly available compensation data, the committee may also review compensation survey data for the peer group and broader groups for supplemental, secondary reference.
Elements of our executive compensation program
Elements of our executive compensation program Our executive compensation program consists of the following primary elements: •base salary; •short-term incentive compensation in the form of performance-based restricted stock units in 2024 and in the form of a performance-based cash award in 2025; and •long-term incentive compensation in the form of equity awards. In addition, our NEOs are eligible to participate in the standard benefit plans offered to our other employees and are eligible for post-employment compensation in certain situations as described below. We generally do not provide our NEOs with perquisites or other personal benefits and do not have any defined benefit pension, supplemental executive retirement or non-qualified deferred compensation plans. Our NEOs are eligible to participate in our 401(k) matching contributions program on the same basis as our other employees.
Short-term incentive compensation
Short-term incentive compensation In 2024, the compensation committee launched a one-year PSU award program for our NEOs, connecting incentive compensation to key company financial metrics. Prior to the start of the fiscal year, the compensation committee set the performance criteria and target levels for the 2024 PSUs, determining the target annual incentive compensation opportunity for each participant as a percentage of their annual base salary. In establishing the target levels, the compensation committee generally considers the factors described above in the section titled "Compensation-setting process."
Target 2024 PSU awards
Target 2024 PSU awards The table below shows the targeted value of 2024 PSUs granted to our NEOs, with the actual target number of shares subject to the 2024 PSUs determined based on the trailing 60-trading day average closing price of Pinterest stock prior to the grant date. The maximum number of shares that could be earned with respect to the 2024 PSUs was 150% of target.
Target 2024 PSU awards
| Named Executive Officer | Target PSU Opportunity as a Percentage of Base Salary | Target PSU Value ($) | Target Number of PSUs Granted | | Bill Ready | 100% | 600,000 | 16,502 | | Julia Brau Donnelly | 80% | 480,000 | 13,202 | | Matthew Madrigal (1) | 80% | 195,410 | 4,705 | | Wanji Walcott | 80% | 480,000 | 13,202 | | Malik Ducard | 80% | 480,000 | 13,202 | | Sabrina Ellis | 80% | 480,000 | 13,202 |
Target 2024 PSU awards
(1) Mr. Madrigal's target 2024 PSU value and target 2024 PSUs granted were pro-rated based on his date of hire in August 2024.
Company performance measures
Company performance measures In December 2023, the compensation committee selected revenue and adjusted EBITDA (each weighted 50%) as the financial metrics for the 2024 PSU awards as they represent key performance measures they believed were necessary to drive the successful execution of our 2024 annual budget plan. For the purposes of these awards, "adjusted EBITDA" is a non-GAAP measure defined as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest income (expense), net, other income (expense), net, provision for income taxes, restructuring charges and non-cash charitable contributions.
Funding methodology
| | | Performance Levels (1) | | | | | | Company Performance Metric | Weighting | Threshold (75% Payout) ($) (in millions) | Target (100% Payout) ($) (in millions) | Maximum (150% Payout) ($) (in millions) | Actual Achievement ($) (in millions) | Amount Earned | | Revenue | 50% | $3,475 | $3,568 | $3,690 | $3,646 | 132% | | Adjusted EBITDA (2) | 50% | $840 | $896 | $947 | $1,001 | 150% | | Overall Payout | | | | | | 141% |
2024 PSU award payouts
2024 PSU award payouts Based on these performance results, the final payout of the 2024 PSU awards for the participating NEOs is set forth below. Shares earned under the 2024 PSU awards vested on March 1, 2025.
2024 PSU award payouts
| Named Executive Officer | Target Number of 2024 PSUs Granted | Actual Number of 2024 PSUs Earned | | Bill Ready | 16,502 | 23,272 | | Julia Brau Donnelly | 13,202 | 18,618 | | Matthew Madrigal | 4,705 | 6,635 | | Wanji Walcott | 13,202 | 18,618 | | Malik Ducard | 13,202 | 18,618 | | Sabrina Ellis(1) | 13,202 | 18,618 |
2024 PSU award payouts
(1)Ms. Ellis was eligible to receive the total number of earned 2024 PSUs in accordance with the terms of her executive severance and change in control agreement.
Long-term incentive compensation
Long-term incentive compensation Consistent with our compensation philosophy and focus on our long-term mission and value creation, the majority of our NEOs’ target total direct compensation has historically been delivered in the form of RSUs, RSAs or stock options, generally vesting over two to four years and subject to continued service. In 2024, long-term equity awards were granted to our NEOs in the form of RSUs. In addition, Mr. Ready received a PSU award granted in December 2024, which is described further below. In establishing the amount and terms of these awards, the compensation committee generally considers the factors described above in the section titled "Compensation-setting process." NEOs may receive larger awards upon hire or in connection with a promotion or significant change in responsibilities. In 2024, the NEOs received the long-term equity awards described below.
RSU awards
RSU awards In April, Ms. Donnelly, Ms. Walcott, Mr. Ducard and Ms. Ellis received RSU awards after consideration of their past performance and expected future contributions as well as the total unrealized value of their outstanding equity awards relative to our compensation peer group data and the vesting terms of outstanding equity awards. •Ms. Donnelly received a grant of 100,936 RSUs with a grant date fair value of $3.4 million vesting over the second year following the grant in two equal installments in September and December 2025, subject to her continued employment on each applicable vesting date.
RSU awards
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RSU awards
•Ms. Walcott received a grant of 151,816 RSUs with a grant date fair value of $5.2 million vesting over the second year following the grant in four equal quarterly installments in 2025, subject to her continued employment on each applicable vesting date. •Mr. Ducard received a grant of 165,017 RSUs with a grant date fair value of $5.6 million vesting over the second year following the grant in four equal quarterly installments in 2025, subject to his continued employment on each applicable vesting date. •Ms. Ellis received a grant of 110,562 RSUs with a grant date fair value of $3.8 million vesting in two equal installments in September and December 2025, subject to her continued employment on each applicable vesting date. In connection with Ms. Ellis' departure from the company, half of the RSUs vested on October 1, 2024 and the remainder were forfeited. In August, Mr. Madrigal received a grant of 457,391 RSUs with a grant date fair value of $13.3 million in connection with his appointment as our Chief Technology Officer. These RSUs vest as follows: 12.5% of the total number of shares subject to the award vested on each of September 20, 2024 and November 20, 2024, 11.8% vest on each of February 20, 2025 and May 20, 2025, 7.9% vest on each of August 20, 2025 and November 20, 2025, and 11.8% vest on each of February 20, 2026, May 20, 2026, and August 20, 2026, subject to his continued employment on each vesting date. In November, Mr. Ready received a grant of 189,036 RSUs with a grant date fair value of $5.6 million to serve as an interim bridge grant to provide continuity of equity vesting in the last two quarters of 2026 with his new hire equity award that will be fully vested in July 2026. These RSUs vest in two equal installments in September and December 2026, subject to his continued employment on each applicable vesting date.
PSU award
PSU award In December 2024, Mr. Ready received a grant of 286,442 bridge PSUs at target with a grant date fair value of $11.4 million. This bridge PSU award serves as a bridge grant as we transition to an equity award mix that has more weighting on long-term performance-based incentive compensation, as discussed above under "Executive compensation program highlights". The number of bridge PSUs that can be earned will range from 0% to 200% of target based on the company’s relative total stockholder return ("rTSR") compared to the companies in the Nasdaq CTA Internet Index (the "Index") measured over a two-year performance period from January 1, 2025 through December 31, 2026, as certified by the compensation committee. Subject to certain exceptions, the vesting of the bridge PSUs is subject to Mr. Ready’s continued service with the company through the certification date following the performance period. Following the end of the performance period, the number of bridge PSUs earned will be equal to the target number of bridge PSUs granted multiplied by the applicable percentage set forth in the following table:
PSU award
| Performance Level | rTSR Rank (1) | Payout (2) | | Below Threshold | <25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | >=75th Percentile | 200% |
PSU award
(1)rTSR Rank is calculated based on the Company’s ranking within the Index based on its TSR as compared to the TSR of each company in the Index. (2)The payout for performance between threshold, target and maximum is based on linear interpolation, with performance below the threshold level resulting in a 0% payout.
Post-employment compensation arrangements
| What we do We have entered into executive severance and change in control agreements ("severance agreements") with each of our NEOs. The terms of the severance agreements for each of our NEOs are the same, other than Mr. Ready, who has a separate severance and change in control agreement. The severance agreements generally provide severance payments and partial vesting of equity if the NEO’s employment is terminated without cause (and, in the case of Mr. Ready’s agreement, if he resigns for good reason) as well as “double-trigger” change in control payments and full vesting of equity in the event that the NEO’s employment is terminated without cause or the executive resigns for good reason within a specified period before and after a change in control of the company. None of our NEOs have a right to a “gross-up” or other reimbursement payment for any tax liability as a result of the application of Sections 280G or 4999 of the Internal Revenue Code. |
Post-employment compensation arrangements
| Why we do it We believe that having reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly qualified executives as well as facilitating their transition from the company when appropriate. These severance arrangements are designed to provide reasonable compensation to executives who leave the company under certain circumstances to facilitate their transition to new employment. In addition, they are designed to align the interests of our NEOs and our stockholders in the event of a potential change in control of the company by helping our executives maintain focus on pursuing corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. We seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation. |
Post-employment compensation arrangements
The compensation committee does not consider the specific amounts payable under these post-employment compensation arrangements when establishing the annual compensation of our NEOs. We believe, however, that these arrangements are an important component of competitive executive compensation packages. For a description of the terms of the Plan and the severance agreements, as well as an estimate of the potential payments payable under these arrangements, see “Potential payments upon termination or change in control” below.
Employment arrangements
Employment arrangements We have entered into written employment letters with our CEO and each of our other executive officers. Each of these arrangements was approved by our board of directors and provides for "at will" employment (meaning that either we or the executive officer may terminate the employment relationship at any time with or without cause) and sets forth the initial compensation for the executive officer, including an initial base salary, participation in our employee benefit programs, an equity award recommendation, and, in some cases, sign-on bonuses and relocation assistance. Our executive officers are also eligible for severance in certain situations. These post-employment compensation terms are discussed in “Post-employment compensation arrangements" above.
Accounting considerations
Accounting considerations In approving the amount and form of compensation for our NEOs, the compensation committee considers the impact of FASB ASC Topic 718, which requires us to measure and recognize the compensation expense for all share-based payment awards made to our employees and directors, including stock options as well as PSUs, RSUs and RSAs that may be settled for shares of our Class A and Class B common stock, based on the grant date fair value of these awards.
Equity award grant practices
Equity award grant practices Pinterest’s equity compensation programs do not currently include annual or periodic stock option awards, but the compensation committee has in the past granted stock options to our executives in connection with certain events, such as upon an executive’s appointment, and accordingly such grants have been event-driven. During 2024, the compensation committee did not consider material nonpublic information when determining the timing or terms of equity awards to our executives, and the company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary compensation
| 2024 Summary compensation table |
Summary compensation
| Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bill Ready Chief Executive Officer | 2024 | 600,000 | — | 17,537,031 | — | 6,000 | 18,143,031 | | | 2023 | 516,667 | — | — | — | 6,000 | 522,667 | | | 2022 | 203,030 | — | 21,532,700 | 100,815,383 | 100,622 | 122,651,735 | | Julia Brau Donnelly Chief Financial Officer | 2024 | 600,000 | — | 3,882,975 | — | 1,009,395(5) | 5,492,370 | | | 2023 | 320,455 | 1,000,000 | 14,995,592 | — | 211,420 | 16,527,467 | | Matthew Madrigal Chief Technology Officer | 2024 | 245,455 | — | 13,405,405 | — | 606(6) | 13,651,466 | | Wanji Walcott Chief Legal & Business Affairs Officer | 2024 | 600,000 | — | 5,613,912 | — | 6,000 | 6,219,912 | | | 2023 | 516,667 | 750,000 | 9,071,390 | — | 6,000 | 10,344,056 | | | 2022 | 53,030 | 500,000 | — | — | — | 553,030 | | Malik Ducard Chief Content Officer | 2024 | 600,000 | — | 6,063,010 | — | 6,000 | 6,669,010 | | | 2023 | 516,667 | — | 3,673,581 | — | 6,000 | 4,196,248 | | Sabrina Ellis Former Chief Product Officer | 2024 | 436,364 | — | 4,210,451(7) | — | 688,958(8) | 5,335,773 | | | 2023 | 377,273 | — | 20,763,106 | — | — | 21,140,379 |
Grants of plan-based awards
Grants of plan-based awards The following table shows certain information regarding grants of plan-based awards to our NEOs in 2024.
Grants of plan-based awards
| 2024 Grants of plan-based awards table |
Grants of plan-based awards
| Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Bill Ready | 4/11/2024 | 12,377 | 16,502 | 24,753(2) | | 561,398 | | | 11/19/2024 | | | | 189,036(3) | 5,612,479 | | | 12/16/2024 | 143,221 | 286,442 | 572,884(4) | | 11,363,154 | | Julia Brau Donnelly | 4/11/2024 | 9,902 | 13,202 | 19,803(2) | | 449,132 | | | 4/11/2024 | | | | 100,936(5) | 3,433,843 | | Matthew Madrigal | 8/12/2024 | 3,529 | 4,705 | 7,058(2) | | 136,492 | | | 8/12/2024 | | | | 457,391(6) | 13,268,913 | | Wanji Walcott | 4/11/2024 | 9,902 | 13,202 | 19,803(2) | | 449,132 | | | 4/11/2024 | | | | 151,816(7) | 5,164,780 | | Malik Ducard | 4/11/2024 | 9,902 | 13,202 | 19,803(2) | | 449,132 | | | 4/11/2024 | | | | 165,017(7) | 5,613,878 | | Sabrina Ellis | 4/11/2024 | 9,902 | 13,202 | 19,803(2) | | 449,132 | | | 4/11/2024 | | | | 110,562(8) | 3,761,319 |
Grants of plan-based awards
(1)Represents the PSUs that could be earned at the threshold, target and maximum levels of achievement as described in “Compensation Discussion and Analysis — Short-term incentive compensation" and "Compensation Discussion and Analysis — Long-term incentive compensation" above. (2)These 2024 PSUs had a one-year performance period of January 1, 2024 through December 31, 2024 and vested on March 1, 2025. The award was subject to a performance condition based on achievement of revenue and adjusted EBITDA goals for the year ending December 31, 2024, subject to continued service through the vesting date. (3)These RSUs will vest in two equal installments on September 20, 2026 and December 20, 2026, subject to continued service through each vesting date. (4)These bridge PSUs have a two-year performance period beginning January 1, 2025 and will vest on the date the company's performance relative to the performance conditions is certified by the compensation committee, which will be no later than February 14, 2027, subject to continued service through the date of certification. (5)These RSUs will vest in two equal installments on September 20, 2025 and December 20, 2025, subject to continued service through each vesting date. (6)These RSUs vest as follows: 12.5% of the total number of shares subject to the award vested on each of September 20, 2024 and November 20, 2024; 11.8% vest on each of February 20, 2025 and May 20, 2025; 7.9% vest on each of August 20, 2025 and November 20, 2025; and 11.8% vest on each of February 20, 2026, May 20, 2026, and August 20, 2026, subject to continued service through each vesting date. (7)These RSUs will vest in four equal installments on March 20, 2025, June 20, 2025, September 20, 2025, and December 20, 2025, subject to continued service through each vesting date. (8)These RSUs were scheduled to vest in two equal installments on September 20, 2025 and December 20, 2025, subject to continued service through each vesting date. In connection with Ms. Ellis' departure from the company and pursuant to her severance agreement, 55,281 of these RSUs vested on October 1, 2024 and 55,281 were forfeited.
Grants of plan-based awards
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Outstanding equity awards
Outstanding equity awards The following table shows certain information with respect to the outstanding equity awards held by our NEOs as of December 31, 2024. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table. For information with respect to the vesting acceleration provisions applicable to the equity awards held by our NEOs, see “Potential Payments upon Termination or Change in Control” below.
Outstanding equity awards
| Outstanding equity awards at fiscal 2024 year-end table |
Outstanding equity awards
| | | Option Awards(1) | | | | Stock Awards(1) | | | | | | | Number of Securities Underlying Unexercised Options | | Exercise Price Per Share ($) | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | | Name | Grant Date | Exercisable | Unexercisable | | Expiration Date | Number | Market Value(2) ($) | Number | Market Value(2) ($) | | Bill Ready | 6/29/2022(3) | 4,811,159 | 3,742,013 | 19.96 | 6/29/32 | — | | | — | | | 8/31/2022(4) | — | — | — | | 408,879 | 11,857,491 | | | | | 4/11/2024(5) | — | — | — | | 23,272 | 674,888 | | | | | 11/19/2024(6) | — | — | — | | 189,036 | 5,482,044 | | | | | 12/16/2024(7) | — | — | — | | | | 143,221 | 4,153,409 | | Julia Brau Donnelly | 7/13/2023(8) | — | — | — | | 130,943 | 3,797,347 | | | | | 4/11/2024(5) | — | — | — | | 18,618 | 539,922 | | | | | 4/11/2024(9) | — | — | — | | 100,936 | 2,927,144 | | | | Matthew Madrigal | 8/12/2024(5) | — | — | — | | 6,635 | 192,415 | | | | | 8/12/2024(10) | — | — | — | | 343,044 | 9,948,276 | | | | Wanji Walcott | 4/11/2024(5) | — | — | — | | 18,618 | 539,922 | | | | | 4/11/2024(11) | — | — | — | | 151,816 | 4,402,664 | | | | Malik Ducard | 4/11/2024(5) | — | — | — | | 18,618 | 539,922 | | | | | 4/11/2024(11) | — | — | — | | 165,017 | 4,785,493 | | | | Sabrina Ellis | 4/11/2024(5) | — | — | — | | 18,618 | 539,922 | | |
Outstanding equity awards
(1)All of the outstanding equity awards reported in this table were granted under the 2019 Omnibus Incentive Plan. Options, RSUs and PSUs granted under the 2019 Omnibus Incentive Plan will be settled in shares of our Class A common stock and RSAs granted under the 2019 Omnibus Incentive Plan represent restricted shares of our Class A common stock. (2)Based on the closing price of our Class A common stock of $29.00 per share as of December 31, 2024, the last trading day of the year. (3)The award provides that the service-based vesting condition will be satisfied for 6.25% of the total number of shares underlying the stock option on October 20, 2022, and at the end of each three-month period thereafter ending on July 20, 2026. (4)Mr. Ready was required to purchase shares of Class A common stock from the open market in an aggregate amount of $5 million (“Investment Shares”) in order to receive his RSA award. The RSAs will vest in 16 equal installments beginning October 20, 2022, and at the end of each three-month period thereafter ending on July 20, 2026, subject to continued service and continued holding of the Investment Shares through each vesting date. (5)Represents the number of 2024 PSUs earned for the performance period January 1 through December 31, 2024, which vested on March 1, 2025. (6)These RSUs will vest in two equal installments on September 20, 2026 and December 20, 2026, subject to continued service through each vesting date. (7)Represents the number of bridge PSUs at the threshold level of performance. The award will vest on the date the company's performance relative to the performance conditions is certified by the compensation committee, which will be no later than February 14, 2027, subject to continued service and performance through the date of certification.
Outstanding equity awards
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Outstanding equity awards
(8)These RSUs vest on June 20, 2025, subject to continued service through such date. (9)These RSUs vest in two equal installments on September 20, 2025 and December 20, 2025, subject to continued service through each vesting date. (10)These RSUs vest as follows: 12.5% of the total number of shares subject to the award (originally 457,391 shares) vested on each of September 20, 2024 and November 20, 2024; 11.8% vest on each of February 20, 2025 and May 20, 2025; 7.9% vest on each of August 20, 2025 and November 20, 2025; and 11.8% vest on each of February 20, 2026, May 20, 2026, and August 20, 2026, subject to continued service through each vesting date. (11)These RSUs will vest in four equal installments on March 20, 2025, June 20, 2025, September 20, 2025, and December 20, 2025, subject to continued service through each vesting date.
Option exercises and stock vested
Option exercises and stock vested The following table shows information regarding the number and value of shares of common stock acquired during 2024 by our NEOs from the vesting of RSUs and RSAs. There were no stock options exercised during fiscal 2024.
Option exercises and stock vested
| 2024 Option exercises and stock vested table |
Option exercises and stock vested
| | Stock Award | | | Name | Shares Acquired (#) | Value Realized ($)(1) | | Bill Ready | 233,645 | 8,379,679 | | Julia Brau Donnelly | 261,886 | 9,046,202 | | Matthew Madrigal | 114,347 | 3,408,112 | | Wanji Walcott | 167,927 | 5,819,922 | | Malik Ducard | 219,611 | 7,596,564 | | Sabrina Ellis | 599,198 | 20,637,789 |
Option exercises and stock vested
(1)The value realized on vesting is based on the closing price of our Class A common stock on the vesting date, or if such date was not a trading day, on the immediately preceding trading day.
Potential payments upon termination or change in control
Potential payments upon termination or change in control We have entered into severance agreements with each of our NEOs. The terms of the severance agreements for each of our NEOs are the same, other than Mr. Ready, who has a separate severance and change in control agreement. The payments and benefits under these arrangements are described in more detail and quantified below. All of the payments and benefits provided under these arrangements are subject to the NEO’s execution of a separation and release agreement acceptable to us and continued adherence to the terms of a confidential information and invention assignment agreement with the company. In addition to the above, the 2019 Omnibus Incentive Plan provides that in the event of termination upon death or disability, any employee who holds stock options or their beneficiary (in the event of death) may exercise any outstanding vested stock options at any time as follows: (i) in the event of disability, during six months following termination; and (ii) in the event of death, during 12 months following death or if earlier, termination.
CEO pay ratio
CEO pay ratio Pursuant to Item 402(u) of Regulation S-K under the Securities Act and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of Mr. Ready to the median of the annual total compensation of all our employees (excluding the CEO) for the year ended December 31, 2024.
CEO pay ratio
| Chief Executive Officer annual total compensation | 18,143,031 | | Median Employee annual total compensation | 272,717 | | Ratio of Chief Executive Officer to Median Employee annual total compensation | 66.5 to 1 |
CEO pay ratio
This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. To identify the median employee, we analyzed the compensation of all of our employees, excluding our CEO, whether employed on a full-time, part-time, temporary or seasonal basis as of December 31, 2024. We did not include any contractors or other non-employee workers in our employee population. To identify the median employee, we used a consistently applied compensation measure consisting of the sum of base salary rate, actual bonus and commission and the grant date fair value of equity awards granted during the 12-month period from January 1, 2024 through December 31, 2024, for all applicable employees as described above. In the case of non-U.S. employees, payments not made in U.S. dollars were converted to U.S. dollars using the average applicable currency exchange rates for the month of December 2024. Using the methodology described above, the median employee we identified is a full-time employee based in the United States. We calculated the annual total compensation for the median employee using the same methodology used to report the annual total compensation of our NEOs in the "2024 Summary compensation table." Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies.
Pay versus performance
Pay versus performance As discussed in the Compensation Discussion and Analysis above, the compensation committee generally takes into consideration the company’s financial and operating performance while determining the individual executive officer’s performance to align our executive officers’ pay with company performance. In addition, in 2024, we used adjusted EBITDA and revenue as the performance metrics for the 2024 PSUs. We also used rTSR as the performance metric for the bridge PSUs granted to Mr. Ready in December 2024 and for Mr. Ready's three-year PSUs granted in January 2025. As required by Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between executive compensation actually paid to our NEOs and certain financial performance of the company. In this section first principal executive officer ("PEO") refers to Benjamin Silbermann, our former CEO, and second PEO refers to Bill Ready, our current CEO.
Pay versus performance
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Pay-versus-performance
| Year | Summary Compensation Table Total for First PEO ($)(1) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to First PEO ($) | Compensation Actually Paid to Second PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($) (in thousands) (5) | Company Selected Measure: Revenue ($) (in thousands) (6) | | | | | | | | | Total Stock holder Return ($)(4) | Peer Group Total Stock holder Return ($)(4) | | | | 2024 | — | 18,143,031 | — | (24,338,934) | 7,473,706 | 5,972,582 | 156 | 168 | 1,862,106 | 3,646,166 | | 2023 | — | 522,667 | — | 74,249,630 | 11,333,745 | 13,760,300 | 199 | 130 | (35,610) | 3,055,071 | | 2022 | 202,028 | 122,651,735 | (13,866,816) | 153,878,150 | 411,737 | (11,364,015) | 123 | 80 | (96,047) | 2,802,574 | | 2021 | 199,100 | — | (32,587,745) | — | 11,394,930 | (25,236,449) | 173 | 154 | 316,438 | 2,578,027 | | 2020 | 199,100 | — | 81,738,645 | — | 4,047,470 | 49,261,185 | 294 | 162 | (128,323) | 1,692,658 |
Relationship between compensation actually paid and performance measures
Relationship between compensation actually paid and performance measures The following charts set forth the relationship between CAP to our PEOs and the average CAP to our other NEOs to (i) the company’s cumulative TSR and peer group TSR, (ii) net income, and (iii) revenue, each over the five most recently completed fiscal years.
Compensation actually paid versus company TSR
Compensation actually paid versus company TSR
Compensation actually paid versus company TSR
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Compensation actually paid versus company net income
Compensation actually paid versus company net income
Compensation actually paid versus company revenue
Compensation actually paid versus company revenue
Compensation actually paid versus company revenue
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Compensation actually paid versus company revenue
Equity compensation plan information The following table provides information as of December 31, 2024, with respect to the shares of our common stock that may be issued under our 2009 Stock Plan and 2019 Omnibus Incentive Plan.
Compensation actually paid versus company revenue
| Plan Category | Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Securities Remaining Available for Future Issuance under Equity Compensation Plans (#) | | Plans approved by security holders(1) | 47,606,936(2) | 17.21(3) | 171,858,312(4) | | Plans not approved by security holders | — | — | — |
Compensation actually paid versus company revenue
(1)The 2019 Omnibus Incentive Plan provides that the number of shares reserved and available for issuance under the 2019 Omnibus Incentive Plan will automatically increase on each January 1, commencing on January 1, 2020 through and including January 1, 2029, in an amount equal to 5% of the total number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31. (2)Includes 1,836,602 shares of Class B common stock issuable upon exercise of outstanding options granted under our 2009 Stock Plan. Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. Each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, including certain charities and foundations, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock, and certain other transfers described in our certificate of incorporation. Upon the death or permanent incapacity of each holder of Class B common stock who is a natural person, the Class B common stock held by that person or his or her permitted estate planning entities will convert automatically into Class A common stock. However, shares of Class B common stock held by Benjamin Silbermann or his permitted estate planning entities or other permitted transferees will not convert automatically into Class A common stock until a time that is between 90 and 540 days after his death or permanent incapacity, as determined by the board. In addition, all shares of Class B common stock will automatically convert into shares of Class A common stock on (i) April 23, 2026, the seven-year anniversary of our IPO, except with respect to shares of Class B common stock held by any holder that continues to beneficially own at least 50% of the number of shares of Class B common stock that such holder beneficially owned immediately prior to completion of our IPO; and (ii) a date that is between 90 and 540 days, as determined by the board, after the death or permanent incapacity of Mr. Silbermann. Includes 36,375,636 shares of Class A common stock issuable upon vesting of RSUs, 432,647 shares of Class A common stock issuable upon vesting of PSUs and 408,879 shares of Class A common stock issuable upon vesting of RSAs, each awarded under our 2019 Omnibus Incentive Plan, as well as 8,553,172 shares of Class A common stock issuable upon exercise of outstanding options granted under our 2019 Omnibus Incentive Plan. (3)Excludes RSAs, RSUs and PSUs as they have no exercise price. (4)Reflects shares available for future issuance under the 2019 Omnibus Incentive Plan (excluding shares underlying outstanding awards).
Compensation actually paid versus company revenue
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Compensation actually paid versus company revenue
Audit matters
Compensation actually paid versus company revenue
| Proposal 3 Ratification of selection of independent auditor |
Compensation actually paid versus company revenue
The audit committee has sole responsibility for the appointment, compensation and oversight of our independent registered public accounting firm. At the annual meeting, you are being asked to ratify the audit committee’s selection of Ernst & Young LLP (“EY”) to serve as our independent auditor for the year ending December 31, 2025. EY has served as our independent auditor since 2013. The audit committee believes that the continued retention of EY as our independent auditor is in the best interests of Pinterest and its stockholders. Representatives of EY are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate stockholder questions. The board, upon recommendation of the audit committee, is submitting the selection of EY to stockholders for ratification as a matter of good corporate governance. If stockholders do not ratify the selection of EY, the audit committee will review its future selection of our independent auditor in light of that result. Even if the selection is ratified, the audit committee may, in its discretion, appoint a new independent auditor at any time during the year if it determines that such a change would be in the best interests of the company and its stockholders.
Compensation actually paid versus company revenue
| The board recommends a vote FOR the ratification of Ernst & Young LLP |