These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant | ||||||||
|
CHECK THE APPROPRIATE BOX:
|
|||||
|
☐
|
Preliminary Proxy Statement
|
||||
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
||||
|
☑
|
Definitive Proxy Statement
|
||||
|
☐
|
Definitive Additional Materials
|
||||
|
☐
|
Soliciting Material under §240.14a-12
|
||||
|
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
|
|||||
|
☑
|
No fee required
|
||||
|
☐
|
Fee paid previously with preliminary materials
|
||||
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
|
||||
| Our mission | |||||||||||||||||
|
Our mission is to bring everyone
the inspiration to create a life they love |
|||||||||||||||||
|
Our core values
Our core values bring Pinterest to life
|
|||||||||||||||||
|
Because we aim to achieve our ambitious goal of inspiring the world, our everyday work is grounded in core values that reflect the beliefs and principles we cherish most. This includes doing right by our users, making big bets and taking smart risks, maintaining a high standard of excellence and innovation, collaborating closely, and creating a culture of belonging.
|
||||||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||
|
Dear fellow stockholders:
At Pinterest, we are deeply committed to our mission to bring everyone the inspiration to create a life they love. I am thrilled to share with you the progress we’ve made in 2023 and our plans to double-down on our momentum. Our work has never been more important than it is today, as more users turn to Pinterest as a respite from the negativity and the toxicity from the broader social media ecosystem. It is our intention to make our platform a positive and inspiring place for everyone — especially young people — and we believe our efforts are paying off. Our results over the past year are proving that a business model focused on positivity can be successful.
We had a transformative year in 2023. Despite macroeconomic challenges and uncertainty around the outlook for digital advertising, we rallied behind a strategy that works: growing users, deepening engagement, and improving monetization, which enabled us to grow through the downturn and achieve double-digit revenue growth in the back half of 2023.
As a result, we achieved strong growth in 2023. Pinterest delivered $3 billion in full year revenue for the first time ever, up 9 percent year-over-year, with an all-time high of 498 million monthly active users as of the end of 2023, up 11 percent versus 2022. We have also continued to deepen user engagement by focusing our strategy on what makes Pinterest so beloved and unique: human curation at scale, and a personalized and relevant experience, powered by AI. 2023 was also our most productive year yet. We made Pinterest more shoppable while accelerating product velocity across our most important priorities, fueling our growth and laying the foundation for the future.
The company is committed to our environmental, social and governance (“ESG”) goals with oversight from the Board’s Nominating and Corporate Governance Committee. We are pleased to be making progress in our ESG efforts by prioritizing the wellbeing of our employees, users, and the broader communities we serve. Last year, Pinterest was the founding signatory of the Inspired Internet Pledge – a call to action for tech companies and the broader industry to come together to make the internet a safer and healthier place for everyone. We have also invested $20 million to date in more than 60 organizations around the world that are working to advance youth mental health and emotional wellbeing. Our next ESG Impact Report, launching later this year, will provide additional information about our priorities and progress.
As we enter into our fifth year as a public company, we are stronger and more efficient than ever before. We believe we are poised for continued growth and innovation and are executing on multiple compelling growth levers by focusing on product innovation to deepen monetization and margin expansion. With a seasoned and world-class management team, which includes several leaders who joined in 2023, I firmly believe our best days are yet to come.
In closing, I’m grateful for our talented employees as well as our users, advertisers, partners and stockholders for their ongoing support and continued belief in our mission. It’s an exciting time, and I am confident that the future of Pinterest is brighter than ever.
Sincerely,
Bill Ready
Chief Executive Officer
|
|||||||
|
"As we enter into our fifth year as a public company, we are stronger and more efficient than ever before. We believe we are poised for continued growth and innovation and are executing on multiple compelling growth levers by focusing on product innovation to deepen monetization and margin expansion."
|
||||||||
|
Pinterest 2024 Proxy Statement
|
1
|
||||
|
2
|
Pinterest 2024 Proxy Statement
|
||||
|
Overview of 2023 results
Our key financial and operating results as of and for the year ended December 31, 2023, are as follows:
|
||||||||||||||
|
Monthly active users
(in millions) |
Revenue
(in millions) |
|||||||||||||
|
|
|||||||||||||
|
Revenue
$3,055M
Global Monthly active users (“MAUs”)
(1)
498M
Average revenue per user ("ARPU")
(2)
$6.44
Net income (loss)
$(36)M
Adjusted EBITDA
(3)
$683M
|
||||||||||||||
|
Net income (loss)
(in millions) |
Adjusted EBITDA
(in millions) |
|||||||||||||
|
|
|||||||||||||
|
Average revenue per user
|
||||||||||||||
|
(1)
We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs do not include Shuffles users unless they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the current period.
(2)
We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur.
(3)
We define Adjusted EBITDA, a non-GAAP measure, 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. See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
|
|
|||||||||||||
|
Pinterest 2024 Proxy Statement
|
3
|
||||
|
|||||
|
|||||
|
|||||
|
4
|
Pinterest 2024 Proxy Statement
|
||||
| Voting items |
Date and Time
Thursday, May 23, 2024, at 8:00 a.m. Pacific Time
Location
www.virtualshareholder meeting.com/PINS2024
Who Can Vote
Stockholders as of March 27, 2024 are entitled to vote
How to Vote
Internet
www.proxyvote.com
Phone
1-800-690-6903
Mail
Complete, sign and date the enclosed proxy card or voting instruction card and return it promptly in the envelope provided |
||||||||||||||||
| Proposals | Board Vote Recommendation | For Further Details | |||||||||||||||
| 1 |
To elect the three Class II nominees for director named in the accompanying Proxy Statement to hold office until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.
|
“FOR”
each director nominee
|
Page
10
|
||||||||||||||
| 2 |
To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).
|
“FOR” |
Page
34
|
||||||||||||||
| 3 |
To ratify the audit and risk committee’s selection of Ernst Young LLP as the company’s independent registered public accounting firm for fiscal year 2024.
|
“FOR” |
Page
54
|
||||||||||||||
|
We will also conduct any other business properly brought before the annual meeting.
These proposals, as well as instructions for accessing the virtual annual meeting, are more fully described in the accompanying Proxy Statement. The record date for the annual meeting is March 27, 2024. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof. We expect to begin mailing a notice of internet availability of proxy materials on or about April 10, 2024, to all stockholders of record entitled to vote at the annual meeting.
By Order of the Board of Directors
Wanji Walcott
Chief Legal Business Affairs Officer and Corporate Secretary San Francisco, California April 10, 2024
Important notice regarding the availability of proxy materials for Pinterest’s 2024 annual meeting of stockholders:
The notice, proxy statement and annual report are available at
www.proxyvote.com
.
|
|||||||||||||||||
|
Pinterest 2024 Proxy Statement
|
5
|
||||
|
Date and Time
To Be Held Online at
8:00 a.m. Pacific Time on Thursday, May 23, 2024 |
|
Location
www.virtualshareholdermeeting.com/PINS2024
|
|||||||||||
| Agenda | |||||||||||
| Proposals | Board Vote Recommendation | For Further Details | |||||||||
| 1 |
To elect the three Class II nominees for director named in the accompanying Proxy Statement to hold office until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their office is otherwise vacated.
|
“FOR”
each director nominee
|
Page
10
|
||||||||
| 2 |
To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).
|
“FOR” |
Page
34
|
||||||||
| 3 |
To ratify the audit and risk committee’s selection of Ernst Young LLP as the company’s independent registered public accounting firm for fiscal year 2024.
|
“FOR” |
Page
54
|
||||||||
|
6
|
Pinterest 2024 Proxy Statement
|
||||
| Name | Principal Occupation | Age |
Director
Since |
Independent | Committee Memberships | ||||||||||||||||||||||||||||||
|
|
|
Fredric Reynolds |
Former EVP CFO,
CBS Corporation |
73
|
2017 | Yes |
Audit Committee*
|
|||||||||||||||||||||||||||
|
Scott Schenkel |
Former CFO Interim CEO, eBay
|
56 | 2023 | Yes |
Audit Committee (chair)
|
|||||||||||||||||||||||||||||
|
Andrea Wishom
Lead Independent Director
|
President, Skywalker Holdings |
54
|
2020 | Yes |
Compensation Committee**
|
|||||||||||||||||||||||||||||
|
|
|
Leslie Kilgore |
Former Chief Marketing
Officer, Netflix |
58
|
2019 | Yes |
Compensation
Committee (chair) |
|||||||||||||||||||||||||||
|
Bill Ready
|
Chief Executive
Officer, Pinterest |
44
|
2022 | No | None | |||||||||||||||||||||||||||||
|
Benjamin Silbermann |
Co-Founder and non-Executive Chair, Pinterest
|
41
|
2008 | No | None | |||||||||||||||||||||||||||||
|
Salaam Coleman Smith | Former EVP, ABC Family |
54
|
2020 | Yes |
Audit Committee;
Governance Committee*** |
|||||||||||||||||||||||||||||
|
|
Jeffrey Jordan |
Managing Partner,
Andreessen Horowitz |
65
|
2011 | Yes |
Governance Committee
|
||||||||||||||||||||||||||||
|
Jeremy Levine |
Partner, Bessemer
Venture Partners |
50
|
2011 | Yes |
Governance
Committee (chair) |
|||||||||||||||||||||||||||||
|
Gokul Rajaram |
Former Corporate Development and
Strategy Lead, DoorDash |
49
|
2020 | Yes |
Compensation Committee
|
|||||||||||||||||||||||||||||
|
Marc Steinberg |
Senior Portfolio
Manager, Elliott Management Corporation |
34
|
2022 | Yes |
Audit Committee
|
|||||||||||||||||||||||||||||
|
Pinterest 2024 Proxy Statement
|
7
|
||||
| Age | Independence | Tenure | Gender | Race/Ethnicity | ||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||
| Skills and experience | ||||||||||||||
|
Jeffrey
Jordan
|
Leslie
Kilgore
|
Jeremy
Levine
|
Gokul
Rajaram
|
Bill
Ready
|
Frederic
Reynolds
|
Scott
Schenkel
|
Ben
Silbermann
|
Salaam
Coleman
Smith
|
Marc
Steinberg
|
Andrea
Wishom
|
|||||||||||||||||||||||||
Governance
|
l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||
Management
|
l | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||
Technology or
Cybersecurity
|
l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||
Finance
|
l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||
Sales and
marketing
|
l | l | l | l | l | ||||||||||||||||||||||||||||||
Global
companies
|
l | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||
Media
content
|
l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||
E-commerce
|
l | l | l | l | l | l | l | l | |||||||||||||||||||||||||||
Other public
company board
|
l | l | l | l | l | l | l | l | l | l | |||||||||||||||||||||||||
Public company
CEO
|
l | l | l | l | |||||||||||||||||||||||||||||||
|
8
|
Pinterest 2024 Proxy Statement
|
||||
lead independent director
board chair and CEO roles held by two different people
fully independent board committees
diverse board in terms of skills, independence, gender, race/ethnicity
regular board refreshment with 6 new directors since 2019
board service limited to no more than 5 public companies, including the Pinterest board
|
annual self-evaluation of the full board
regular review of board succession planning
minimum stock ownership requirement
director resignation policy
director retirement expectation
proxy access for qualifying stockholders
regular stockholder engagement
|
||||
|
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 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 equity securities
tax gross-ups on change in control payments
dividends or equivalents on unvested equity awards
|
||||
|
Pinterest 2024 Proxy Statement
|
9
|
||||
|
Proposal 1
Election of directors
|
||
|
The board recommends a vote
FOR
each director nominee
|
||
|
10
|
Pinterest 2024 Proxy Statement
|
||||
| Age | Independence | Tenure | Gender | Race/Ethnicity | ||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||
|
Pinterest 2024 Proxy Statement
|
11
|
||||
|
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. |
||||||||
|
9
Directors
|
10
Directors
|
9
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
|
8
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
|
|
|||||||||
|
12
|
Pinterest 2024 Proxy Statement
|
||||
|
Fredric Reynolds
Former Executive Vice President and Chief Financial Officer, CBS Corporation Director since 2017 |
|
||||
|
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., a mass media company, 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 Hess Corporation from 2013 to 2019, MGM Corporation from 2010 to 2022 and Mondelez International, Inc. 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
|
||||
|
Pinterest 2024 Proxy Statement
|
13
|
||||
|
Scott Schenkel
Former Interim Chief Executive Officer and Chief Financial Officer, eBay Inc. Director since 2023 |
|
||||
|
Scott Schenkel has more than 30 years of global business and financial leadership expertise across e-commerce, healthcare, and technology businesses. As an operationally focused CFO, Mr. Schenkel’s experience spans company, business unit and functional leadership with extensive knowledge in financial planning, analytics, strategy, audit, mergers and acquisitions, acquisition integration, Six Sigma and process improvement.
He most recently served as the Interim CEO 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. He also serves on the TCU Neeley School of Business Board of Advisors.
|
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
|
||||
|
14
|
Pinterest 2024 Proxy Statement
|
||||
|
Andrea Wishom
President, Skywalker Holdings LLC Director since 2020; Lead Independent Director |
|
||||
|
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
|
||||
|
Pinterest 2024 Proxy Statement
|
15
|
||||
|
Leslie Kilgore
Former Chief Marketing Officer, Netflix, Inc. Director since 2019 |
|
||||
|
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 and Medallia, Inc. from 2015 to 2021.
|
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
|
||||
|
16
|
Pinterest 2024 Proxy Statement
|
||||
|
Bill Ready
CEO, Pinterest Director since 2022 |
|
||||
|
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
|
||||
|
Pinterest 2024 Proxy Statement
|
17
|
||||
|
Benjamin Silbermann
Co-Founder, non-Executive Chair, Pinterest Director since 2008 |
|
||||
|
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
|
||||
|
Salaam Coleman Smith
Former EVP, The Walt Disney’s ABC Television Group Director since 2020 |
|
||||
|
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’s Freeform channel. 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
|
||||
|
18
|
Pinterest 2024 Proxy Statement
|
||||
|
Jeffrey Jordan
Managing Partner, Andreessen Horowitz Director since 2011 |
|
||||
|
Jeffrey Jordan has served as a general partner at Andreessen Horowitz, a venture capital firm, since 2011. Previously, Mr. Jordan served as President and Chief Executive Officer of OpenTable, Inc., an online restaurant reservation service company, from 2007 to 2011. He served as President of PayPal, Inc., an internet-based payment system company then owned by internet retail company eBay Inc., from 2004 to 2006, and as Senior Vice President and General Manager of eBay North America from 1999 to 2004. He also served as Chief Financial Officer of Hollywood Entertainment, a video rental company and as President of its subsidiary, Reel. com. Previously, Mr. Jordan served in various capacities at The Walt Disney Company, an entertainment company, for eight years, most recently as Senior Vice President and Chief Financial Officer of The Disney Store Worldwide. Prior to that, he worked for the Boston Consulting Group, Inc., a management consulting firm. In addition to his public company boards, Mr. Jordan currently serves on the board of directors of several private companies, including Foodology and Incredible Health.
|
Our committees
•
Governance Committee (member)
Other current public boards
•
Airbnb, Inc. (chair of nominating and corporate governance committee and member of the audit, risk and compliance committee)
•
Accolade, Inc. (member of compensation committee)
•
Maplebear, Inc. (d/b/a Instacart)
Education
•
Master of Business Administration, Stanford University Graduate School of Business
•
Bachelor of Arts in Political Science and Psychology, Amherst College
Relevant experience
Extensive experience as a C-suite-level officer and director of technology companies and as a venture capitalist
|
||||
|
Jeremy Levine
Partner, Bessemer Venture Partners Director since 2011 |
|
||||
|
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 boards, Mr. Levine previously served on the board of directors of other public companies, including Yelp from 2005 to 2019 . Mr. Levine currently serves on the board of directors of several private companies.
|
Our committees
•
Governance Committee (chair)
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
|
||||
|
Pinterest 2024 Proxy Statement
|
19
|
||||
|
Gokul Rajaram
Former Corporate Development and Strategy Lead, DoorDash, Inc. Director since 2020 |
|
||||
|
Gokul Rajaram invests in and advises technology companies. He 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. (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
|
||||
|
Marc Steinberg
Partner, Elliott Management Corporation Director since 2022 |
|
||||
|
Marc Steinberg is a Senior Portfolio Manager 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 three private companies: 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.
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
|
||||
|
20
|
Pinterest 2024 Proxy Statement
|
||||
|
1
Identify |
•
In identifying potential candidates for board membership, the governance committee considers recommendations from directors, stockholders, management and others, including, from time to time, executive search firms to assist it in locating qualified candidates.
•
The governance committee does not distinguish between nominees recommended by stockholders and other nominee recommendations.
|
||||
|
|||||
|
2
Evaluate |
•
Once potential director candidates are identified, the governance committee, with the assistance of management, undertakes an extensive vetting process that considers each candidate’s diverse background, experience, qualifications, independence and fit with the board’s priorities.
•
As part of this vetting process, the governance committee, as well as other members of the board and the CEO, conduct a series of interviews with the candidates.
|
||||
|
|||||
|
3
Recommend |
•
If the governance committee determines that a potential candidate meets the needs of the board and the company and has the desired qualifications and experiences, it recommends the candidate’s nomination or appointment to the full board for consideration.
|
||||
|
Pinterest 2024 Proxy Statement
|
21
|
||||
|
22
|
Pinterest 2024 Proxy Statement
|
||||
|
Benjamin Silbermann
Non-Executive Chair |
|
Andrea Wishom
Lead Independent Director |
||||||||
|
Primary responsibilities
•
presiding over meetings of the board;
•
advising and supporting the CEO and senior management on the company’s long-term strategy-
planning and capability-building;
•
approving the agenda for board meetings in consultation with the lead independent director and the CEO;
•
consulting with the lead independent director on the annual board evaluation, at the direction of the governance committee;
•
being involved in the maintenance of key strategic relationships and stakeholder communications, as appropriate;
•
consulting with the governance committee, as needed, in connection with the committee’s evaluation and recommendation of candidates for election to the board; and
•
being available to the CEO and the board to assume additional responsibilities, as may be requested from time to time.
|
Primary responsibilities
•
serving as liaison between the CEO, non-executive chair and the independent directors
•
presiding over meetings of the board at which the non-
executive chair is not present, including executive sessions of our independent directors;
•
approving the agenda for board meetings in consultation with the CEO and non-executive chair;
•
ensuring the board receives adequate and timely information;
•
providing feedback to the CEO regarding his performance;
•
conducting the annual board evaluation in consultation with the non-executive chair, at the direction of the governance committee;
•
being available for consultations and communications with major stockholders upon request;
•
calling special meetings of the board and stockholders; and
•
calling executive sessions of the independent directors.
|
||||||||||
|
Pinterest 2024 Proxy Statement
|
23
|
||||
|
Audit and risk committee
Current members:
Scott Schenkel (chair)
Fredric Reynolds Salaam Coleman Smith
Marc Steinberg
Number of meetings held in 2023: 10
|
The audit committee is primarily responsible for:
•
overseeing the company’s financial and accounting reporting processes, including disclosure controls, internal audit function, internal controls and audits and review of the company’s consolidated financial statements;
•
appointing or changing the company’s auditors and reviewing their independence, qualification and performance;
•
overseeing significant financial matters, including tax planning, treasury policies, financial risk exposure, dividends and share issuances and repurchases; and
•
overseeing the company’s enterprise risk management program and compliance with applicable legal and regulatory requirements as well as overseeing risk programs in areas such as information security, data protection and privacy.
|
||||
|
Talent development and compensation committee
Current members:
Leslie Kilgore (chair)
Gokul Rajaram Andrea Wishom
Number of meetings held in 2023: 6
|
The compensation committee is primarily responsible for:
•
overseeing the compensation of the company’s directors and employees;
•
establishing, reviewing and administering the compensation of our executive officers;
•
administering the company’s equity-based plans and certain other compensation plans;
•
evaluating the post service arrangements and benefits of our executive officers, including the CEO;
•
overseeing the implementation and administration of our compensation recoupment or clawback policy;
•
reviewing the operation and structure of the company’s compensation program; and
•
evaluating the company’s programs and practices relating to talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce.
|
||||
|
24
|
Pinterest 2024 Proxy Statement
|
||||
|
Nominating and corporate governance committee
Current members:
Jeremy Levine (chair)
Jeffrey Jordan Salaam Coleman Smith
Number of meetings held in 2023: 3
|
The governance committee is responsible for:
•
evaluating the size, composition, organization and governance of the board and its committees;
•
assisting the board in identifying and evaluating candidates qualified to be appointed as a board member;
•
recommending potential candidates to the board for its approval to propose such candidates to the stockholders for election to the board;
•
reviewing and recommending to the board the independence determinations of the directors as well as recommending to the board the composition of each committee;
•
reviewing the company’s environmental, social and governance strategy, goals, initiatives and reporting on ESG matters; and
•
reviewing the performance and annual self-evaluation of the board and each of its committees.
|
||||
reviewing and overseeing the company’s
strategic direction and objectives
overseeing the company’s
legal and regulatory compliance
succession planning
for the CEO and key executives
monitoring the company’s
accounting and financial reporting
practices and controls
|
overseeing the company’s
risk exposure
evaluating the
board’s composition, performance and effectiveness
overseeing the
company’s talent development and management
|
||||
|
Pinterest 2024 Proxy Statement
|
25
|
||||
|
Board of directors
The full board is responsible for monitoring and assessing strategic risk exposure, including determining the nature and level of risk appropriate for the company, and the committees are responsible for monitoring and assessing risks inherent in their respective oversight functions as follows:
|
||
|
Audit committee
oversees our enterprise risk management program and significant financial risk exposures and certain legal, regulatory and operational risk exposures, including with respect to disclosure controls and procedures, information security, data protection and privacy.
|
Compensation committee
oversees significant compensation and other talent-related risk exposures, including risks and exposures associated with leadership assessment, management succession planning, executive compensation programs and arrangements and talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce.
|
Governance committee
oversees significant governance risk exposures, including with respect to corporate governance, ESG matters, board effectiveness and board succession planning.
|
||||||||||||
|
Management
Management meets periodically with the board and each committee to review risk oversight matters and periodically provides reports to them on these matters.
|
||
|
26
|
Pinterest 2024 Proxy Statement
|
||||
|
People | ||||
|
Pinterest 2024 Proxy Statement
|
27
|
||||
|
Product | ||||
|
28
|
Pinterest 2024 Proxy Statement
|
||||
|
Planet | ||||
|
Governance
|
||||
|
Pinterest 2024 Proxy Statement
|
29
|
||||
|
30
|
Pinterest 2024 Proxy Statement
|
||||
|
Cash compensation ($)
(1)
|
|||||||||||
| Annual retainer | 50,000 | ||||||||||
|
Additional annual retainer for non-Executive Chair
|
40,000 | ||||||||||
|
Additional annual retainer for lead independent director
|
37,500 | ||||||||||
| Additional annual retainers for committee service | Chair | Member | |||||||||
| Audit Committee | 25,000 | 12,500 | |||||||||
| Compensation Committee | 20,000 | 10,000 | |||||||||
| Governance Committee | 10,000 | 5,000 | |||||||||
|
Equity compensation ($)
(2)
|
|||||||||||
|
Initial grant of RSUs
(3)
|
400,000 | ||||||||||
|
Annual grant of RSUs
(4)
|
260,000 |
|
|||||||||
|
Pinterest 2024 Proxy Statement
|
31
|
||||
| Name |
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($) (1)(2) |
All Other
Compensation
($)
|
Total
($) |
|||||||||||||
| Andrea Wishom | 97,500 | 259,988 | — | 357,488 | |||||||||||||
|
Benjamin Silbermann
(3)
|
33,260 | — | — | 33,260 | |||||||||||||
|
Evan Sharp
(4)
|
— | — | — | — | |||||||||||||
| Fredric G. Reynolds | 75,000 | 259,988 | — | 334,988 | |||||||||||||
| Gokul Rajaram | 60,000 | 259,988 | — | 319,988 | |||||||||||||
| Jeffrey Jordan | 55,000 | 259,988 | — | 314,988 | |||||||||||||
| Jeremy Levine | 60,000 | 259,988 | — | 319,988 | |||||||||||||
| Leslie Kilgore | 76,250 | 259,988 | — | 336,238 | |||||||||||||
| Marc Steinberg | 62,500 | 259,988 | — | 322,488 | |||||||||||||
| Salaam Coleman Smith | 67,500 | 259,988 | — | 327,488 | |||||||||||||
|
Scott Schenkel
(5)
|
18,173 | 399,996 | — | 418,169 | |||||||||||||
|
32
|
Pinterest 2024 Proxy Statement
|
||||
| Name | Age | Position | ||||||
| Bill Ready* |
44
|
Chief Executive Officer | ||||||
|
Julia Brau Donnelly*
|
41
|
Chief Financial Officer
|
||||||
|
Sabrina Ellis
|
51
|
Chief Product Officer
|
||||||
| Wanji Walcott |
54
|
Chief Legal Business Affairs Officer and Corporate Secretary
|
||||||
|
Pinterest 2024 Proxy Statement
|
33
|
||||
|
Proposal 2
Non-binding advisory vote on our named
executive officers’ compensation |
||
|
The board recommends a vote
FOR
the approval, on
a non-binding advisory basis, of our named executive officers’ compensation |
||
|
34
|
Pinterest 2024 Proxy Statement
|
||||
| Bill Ready | Chief Executive Officer (our “CEO”) | ||||
|
Julia Brau Donnelly
|
Chief Financial Officer (our “CFO”)
|
||||
|
Todd Morgenfeld
|
Former Chief Financial Officer and Head of Business Operations
|
||||
|
Malik Ducard
|
Chief Content Officer (our "CCO")
|
||||
|
Sabrina Ellis
|
Chief Product Officer (our "CPO")
|
||||
|
Wanji Walcott
|
Chief Legal Business Affairs Officer and Corporate Secretary (our "CLO")
|
||||
|
Objectives
Our executive compensation program is guided by these objectives:
•
drive achievement of Pinterest’s long-term mission;
•
motivate team collaboration (company first, individual function second);
•
attract and retain top talent by compensating competitively based on the executive’s value and performance; and
•
align the interests of our executives with those of our stockholders.
|
||
|
Pinterest 2024 Proxy Statement
|
35
|
||||
|
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
|
||||
|
36
|
Pinterest 2024 Proxy Statement
|
||||
|
Role of our compensation committee
|
•
The compensation committee performs the responsibilities of our board relating to the compensation of our non-employee directors and employees, including our executive officers.
•
The compensation committee has overall responsibility for reviewing our compensation philosophy and strategy, overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our CEO as well as our other executive officers.
•
The compensation committee may form and delegate authority to subcommittees and may delegate authority to its chair or one or more designated members of the committee.
•
The compensation committee also oversees management of risks for succession planning and compensation; and evaluates the company’s programs and practices relating to talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce.
•
The compensation committee operates pursuant to a written charter, which is available on our website (see page
60
of this Proxy Statement).
|
||||
|
Role of our chief executive officer
|
•
In discharging its responsibilities, the compensation committee works with members of our management, including our CEO.
•
Management assists the compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters.
•
The compensation committee solicits and reviews our CEO’s recommendations with respect to adjustments to base salaries, long-term equity incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation) and considers his recommendations as one of the factors in determining compensation.
•
Our CEO recuses himself from all discussions and recommendations regarding his own compensation and is not present when his compensation is discussed.
|
||||
|
Role of our compensation committee's consultant
|
•
Pursuant to its charter, the compensation committee has the authority to retain the services of external compensation advisors, as it determines in its sole discretion, including compensation consultants and legal, accounting, and other advisors.
•
The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee or the chair of the committee.
•
We continued to engage Compensia, Inc. ("Compensia") as its executive compensation consultant after evaluating that firm’s independence pursuant to applicable SEC and NYSE rules and determining that Compensia’s work did not give rise to any conflict of interest.
•
Compensia did not provide any services to us other than advice and support with respect to non-employee director, executive and other employee compensation, including: the levels of overall compensation and each element of compensation for our executives; peer group selection and data collection; market trends for executive and director compensation; equity compensation; a risk assessment of our compensation programs; and input on this Compensation Discussion and Analysis.
|
||||
|
Pinterest 2024 Proxy Statement
|
37
|
||||
|
38
|
Pinterest 2024 Proxy Statement
|
||||
|
Arista Networks, Inc.
|
Expedia Group, Inc.
|
Tripadvisor, Inc.
|
||||||
|
Autodesk, Inc.
|
Lyft, Inc.
|
Twilio Inc.
|
||||||
|
Block, Inc.
|
Match Group, Inc.*
|
Twitter, Inc.
|
||||||
|
Coinbase Global, Inc.*
|
Okta, Inc.
|
Uber Technologies, Inc.
|
||||||
|
Crowdstrike Holdings, Inc.
|
Palo Alto Networks Inc.
|
VMware, Inc.
|
||||||
|
DocuSign, Inc.
|
Qualtrics International Inc.*
|
Workday, Inc.
|
||||||
|
DoorDash, Inc.
|
SoFi Technologies, Inc.*
|
Yelp Inc.
|
||||||
|
Dropbox, Inc.
|
Snap Inc.
|
Zillow Group, Inc.
|
||||||
|
eBay Inc.
|
Splunk Inc.
|
Zoom Video Communications, Inc.
|
||||||
|
Electronic Arts Inc.
|
Spotify Technology SA
|
|||||||
| Named Executive Officer |
Base Salary
($)
|
||||
| Bill Ready | 600,000 | ||||
|
Julia Brau Donnelly
|
600,000 | ||||
|
Todd Morgenfeld
|
400,000 | ||||
|
Malik Ducard
|
600,000 | ||||
|
Sabrina Ellis
|
600,000 | ||||
|
Wanji Walcott
|
600,000 | ||||
|
Pinterest 2024 Proxy Statement
|
39
|
||||
|
40
|
Pinterest 2024 Proxy Statement
|
||||
|
What we do
We have entered into executive severance and change in control agreements ("severance agreements") with each of our named executive officers. 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 has 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.
|
||
|
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.
|
||
|
Pinterest 2024 Proxy Statement
|
41
|
||||
|
Covered Individual Position
|
Required Stock Ownership Level
|
||||
|
Chief Executive Officer
|
6X annual base salary
|
||||
|
Other Executives
|
3X annual base salary
|
||||
|
42
|
Pinterest 2024 Proxy Statement
|
||||
|
Pinterest 2024 Proxy Statement
|
43
|
||||
|
2023 Summary compensation table
|
||
| Name and Principal Position |
Year
(1)
|
Salary
($) |
Bonus
($) |
Stock Awards
($)
(2)
|
Option Awards
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total
($) |
||||||||||||||||||||||||||||
|
Bill Ready
Chief Executive Officer
|
2023 | 516,667 | — | — | 6,000 | 522,667 | |||||||||||||||||||||||||||||
| 2022 | 203,030 | — | 21,532,700 | 100,815,383 | 100,622 |
(5)
|
122,651,735 | ||||||||||||||||||||||||||||
|
Julia Brau Donnelly
Chief Financial Officer
|
2023 | 320,455 | 1,000,000 |
(6)
|
14,995,592 | 211,420 |
(7)
|
16,527,467 | |||||||||||||||||||||||||||
|
Todd Morgenfeld
Former Chief Financial Officer and Head of Business Operations
|
2023 | 200,000 | — | 3,788,823 |
(8)
|
471,753 |
(9)
|
4,460,576 | |||||||||||||||||||||||||||
| 2022 | 393,417 | — | — | — | 6,000 | 399,417 | |||||||||||||||||||||||||||||
| 2021 | 360,500 | — | 1,650,351 |
(10)
|
— | 2,000 | 2,012,851 | ||||||||||||||||||||||||||||
|
Malik Ducard
Chief Content Officer
|
2023 | 516,667 | — | 3,673,581 | — | 6,000 | 4,196,248 | ||||||||||||||||||||||||||||
|
Sabrina Ellis
Chief Product Officer
|
2023 | 377,273 | — | 20,763,106 | — | — | 21,140,379 | ||||||||||||||||||||||||||||
|
Wanji Walcott
Chief Legal Business Affairs Officer
|
2023 | 516,667 | 750,000 |
(11)
|
9,071,390 | 6,000 | 10,344,056 | ||||||||||||||||||||||||||||
| 2022 | 53,030 | 500,000 |
(12)
|
— | — | — | 553,030 | ||||||||||||||||||||||||||||
|
44
|
Pinterest 2024 Proxy Statement
|
||||
|
2023 Grants of plan-based awards table
|
||
| Name | Grant Date |
All Other Stock Awards: Number of Shares
of Stock or Units
(#)
|
Grant Date Fair Value
of Stock Awards
($)
|
||||||||||||||||||||
|
Bill Ready
|
— | — | — | ||||||||||||||||||||
| Julia Brau Donnelly | 7/13/2023 | 523,772 |
(1)
|
14,995,592 | |||||||||||||||||||
| Todd Morgenfeld | 2/1/2023 | — | 3,788,823 |
(2)
|
|||||||||||||||||||
| Malik Ducard | 6/1/2023 | 151,114 |
(3)
|
3,673,581 | |||||||||||||||||||
| Sabrina Ellis | 7/13/2023 | 725,222 |
(4)
|
20,763,106 | |||||||||||||||||||
| Wanji Walcott | 1/11/2023 | 335,853 |
(5)
|
9,071,390 | |||||||||||||||||||
|
Pinterest 2024 Proxy Statement
|
45
|
||||
|
Outstanding equity awards at fiscal 2023 year-end table
|
||
|
Option Awards
(1)
|
Stock Awards
(1)
|
||||||||||||||||||||||||||||
|
Number of Securities
Underlying Unexercised Options |
Exercise
Price Per Share ($) |
Shares or Units of Stock
That Have Not Vested |
|||||||||||||||||||||||||||
| Name | Grant Date | Exercisable | Unexercisable |
Expiration
Date |
Number
(2)
|
Market Value
(3)
($)
|
|||||||||||||||||||||||
| Bill Ready |
6/29/2022
|
(4)
|
2,672,866 | 5,880,306 | 19.96 | 6/29/32 | — | — | |||||||||||||||||||||
|
8/31/2022
|
(5)
|
— | — | — | 642,524 | 23,799,089 | |||||||||||||||||||||||
|
Julia Brau Donnelly
|
7/13/2023
|
(6)
|
— | — | — | 392,829 | 14,550,386 | ||||||||||||||||||||||
| Todd Morgenfeld | — | — | — | — | — | — | |||||||||||||||||||||||
|
Malik Ducard
|
1/13/2022
|
(7)
|
— | — | — | 34,076 | 1,262,175 | ||||||||||||||||||||||
|
10/13/2022
|
(8)
|
34,421 | 1,274,954 | ||||||||||||||||||||||||||
|
6/1/2023
|
(9)
|
— | — | — | 151,114 | 5,597,263 | |||||||||||||||||||||||
|
Sabrina Ellis
|
7/13/2023
|
(10)
|
— | — | — | 543,917 | 20,146,686 | ||||||||||||||||||||||
| Wanji Walcott | 1/11/2023 |
(11)
|
— | — | — | 167,927 | 6,220,016 | ||||||||||||||||||||||
|
46
|
Pinterest 2024 Proxy Statement
|
||||
|
2023 Option exercises and stock vested table
|
||
|
Stock Award
|
|||||||||||||||||
| Name |
Shares Acquired
(#)
|
Value Realized
($)
(1)
|
|||||||||||||||
| Bill Ready | 233,644 | 6,340,514 | |||||||||||||||
| Julia Brau Donnelly | 130,943 | 4,199,347 | |||||||||||||||
| Todd Morgenfeld | 641,025 | 17,673,059 | |||||||||||||||
| Malik Ducard | 287,860 | 7,969,524 | |||||||||||||||
| Sabrina Ellis | 181,305 | 5,310,426 | |||||||||||||||
| Wanji Walcott | 167,926 | 4,437,866 | |||||||||||||||
|
Pinterest 2024 Proxy Statement
|
47
|
||||
|
2023 Potential termination payments table
|
||
| Name | Benefit |
Termination
Without Cause ($) |
Termination Without Cause or
for Good Reason in connection with Change in Control ($) |
||||||||
| Bill Ready |
Lump sum severance payment
(1)
|
637,108 | 637,108 | ||||||||
|
Value of accelerated equity awards
(2)
|
45,176,255 | 124,234,715 | |||||||||
| Total | 45,813,363 | 124,871,823 | |||||||||
|
Julia Brau Donnelly
|
Lump sum severance payment
(1)
|
900,770 | 900,770 | ||||||||
|
Value of accelerated equity awards
(2)
|
14,550,386 | 14,550,386 | |||||||||
| Total | 15,451,156 | 15,451,156 | |||||||||
|
Malik Ducard
|
Lump sum severance payment
(1)
|
637,108 | 637,108 | ||||||||
|
Value of accelerated equity awards
(2)
|
8,134,391 | 8,134,391 | |||||||||
| Total | 8,771,499 | 8,771,499 | |||||||||
|
Sabrina Ellis
|
Lump sum severance payment
(1)
|
902,570 | 902,570 | ||||||||
|
Value of accelerated equity awards
(2)
|
20,146,686 | 20,146,686 | |||||||||
| Total | 21,049,256 | 21,049,256 | |||||||||
| Wanji Walcott |
Lump sum severance payment
(1)
|
637,108 | 637,108 | ||||||||
|
Value of accelerated equity awards
(2)
|
6,220,016 | 6,220,016 | |||||||||
| Total | 6,857,124 | 6,857,124 | |||||||||
|
48
|
Pinterest 2024 Proxy Statement
|
||||
|
Chief Executive Officer annual total compensation
|
522,667 | ||||
|
Median Employee annual total compensation
(1)
|
266,864 | ||||
|
Ratio of Chief Executive Officer to Median Employee annual total compensation
|
2 to 1 | ||||
|
Pinterest 2024 Proxy Statement
|
49
|
||||
| Year |
Summary
Compensation Table Total
for First PEO
($)
(1)
|
Summary
Compensation Table Total for
Second PEO
($)
(1)
|
Compensation
Actually Paid
to First PEO
($)
(2)
|
Compensation
Actually Paid
to Second PEO
($)
(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)
|
|||||||||||||||||||||
|
Total
Stockholder
Return
($)
(4)
|
Peer Group
Total
Stockholder
Return
($)
(4)
|
||||||||||||||||||||||||||||
| 2023 |
|
|
|
|
|
|
|
|
(
|
||||||||||||||||||||
| 2022 |
|
|
(
|
|
|
(
|
|
|
(
|
||||||||||||||||||||
| 2021 |
|
|
(
|
|
|
(
|
|
|
|
||||||||||||||||||||
| 2020 |
|
|
|
|
|
|
|
|
(
|
||||||||||||||||||||
| Year |
Reported Summary
Compensation Table Total
for First PEO
($)
|
Reported Value of
Equity Awards
($)
(a)
|
Equity Award
Adjustments
($)
(b)
|
Compensation Actually
Paid to First PEO
($)
|
||||||||||
| 2022 |
|
|
(
|
(
|
||||||||||
| 2021 |
|
|
(
|
(
|
||||||||||
| 2020 |
|
|
|
|
||||||||||
| Year |
Reported Summary
Compensation Table Total
for Second PEO
($)
|
Reported Value of
Equity Awards
($)
(a)
|
Equity Award
Adjustments
($)
(b)
|
Compensation Actually
Paid to Second PEO
($)
|
||||||||||
| 2023 |
|
|
|
|
||||||||||
| 2022 |
|
|
|
|
||||||||||
| Year |
Average Reported
Summary Compensation
Table Total for
Non-PEO NEOs
($)
|
Average Reported
Value of Equity Awards
($)
(a)
|
Average
Equity Award
Adjustments
($)
(b)
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
|
||||||||||
| 2023 |
|
|
|
|
||||||||||
| 2022 |
|
|
(
|
(
|
||||||||||
| 2021 |
|
|
(
|
(
|
||||||||||
| 2020 |
|
|
|
|
||||||||||
|
50
|
Pinterest 2024 Proxy Statement
|
||||
| First PEO | |||||||||||||||||||||||
| Year |
Year End Fair
Value of Equity
Awards
Granted in the
Year and
Unvested at
Year End
($)
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year
($)
|
Year over Year
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
($)
|
Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year
($)
|
Value of Dividends or
other Earnings Paid on
Stock or Option Awards
not Otherwise Reflected
in Fair Value
($)
|
Total
Equity
Award
Adjustments
($)
|
||||||||||||||||
| 2022 |
|
(
|
|
(
|
|
|
(
|
||||||||||||||||
| 2021 |
|
(
|
|
|
|
|
(
|
||||||||||||||||
| 2020 |
|
|
|
|
|
|
|
||||||||||||||||
|
Second PEO
|
|||||||||||||||||||||||
| Year |
Year End Fair
Value of Equity
Awards
Granted in the
Year and
Unvested at
Year End
($)
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year
($)
|
Year over Year
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
($)
|
Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year
($)
|
Value of Dividends or
other Earnings Paid on
Stock or Option Awards
not Otherwise Reflected
in Fair Value
($)
|
Total
Equity
Award
Adjustments ($)
|
||||||||||||||||
| 2023 |
|
|
|
|
|
|
|
||||||||||||||||
| 2022 |
|
|
|
|
|
|
|
||||||||||||||||
| Average Non-PEO NEOs | |||||||||||||||||||||||
| Year |
Year End Fair
Value of Equity
Awards
Granted in the
Year and
Unvested at
Year End
($)
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
|
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year
($)
|
Year over Year
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
($)
|
Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the Year
($)
|
Value of Dividends or
other Earnings Paid on
Stock or Option Awards
not Otherwise Reflected
in Fair Value
($)
|
Total
Equity
Award
Adjustments
($)
|
||||||||||||||||
| 2023 |
|
|
|
|
|
|
|
||||||||||||||||
| 2022 |
|
(
|
|
(
|
(
|
|
(
|
||||||||||||||||
| 2021 |
|
(
|
|
(
|
|
|
(
|
||||||||||||||||
| 2020 |
|
|
|
|
(
|
|
|
||||||||||||||||
| Year |
Non-PEO NEOs
|
||||
|
2023
|
Julia Brau Donnelly, Todd Morgenfeld, Malik Ducard, Sabrina Ellis, Wanji Walcott
|
||||
| 2022 |
Todd Morgenfeld, Christine Flores, Naveen Gavini, Wanji Walcott
|
||||
| 2021 | Evan Sharp, Todd Morgenfeld, Christine Flores, Naveen Gavini | ||||
|
2020
|
Evan Sharp, Todd Morgenfeld, Christine Flores, Françoise Brougher | ||||
|
Pinterest 2024 Proxy Statement
|
51
|
||||
|
52
|
Pinterest 2024 Proxy Statement
|
||||
| Plan Category |
Securities to be Issued upon
Exercise of Outstanding Options, Warrants and Rights (#) |
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights ($) |
Securities Remaining
Available for Future Issuance under Equity Compensation Plans (#) |
|||||||||||||||||
|
Plans approved by
security holders
(1)
|
55,696,642 |
(2)
|
18.16 |
(3)
|
145,335,295 |
(4)
|
||||||||||||||
|
Plans not approved by
security holders |
— | — | — | |||||||||||||||||
|
Pinterest 2024 Proxy Statement
|
53
|
||||
|
Proposal 3
Ratification of selection of
independent auditor |
||
|
The board recommends a vote
FOR
the ratification
of Ernst Young LLP |
||
| 2023 | 2022 | |||||||
|
Audit fees
(1)
|
4,847 | 4,483 | ||||||
|
Audit-related fees
(2)
|
— | — | ||||||
|
Tax fees
(3)
|
861 | 1,222 | ||||||
|
All other fees
(4)
|
— | — | ||||||
| Total fees | 5,708 | 5,705 | ||||||
|
54
|
Pinterest 2024 Proxy Statement
|
||||
|
Pinterest 2024 Proxy Statement
|
55
|
||||
|
56
|
Pinterest 2024 Proxy Statement
|
||||
|
Class A
Common Stock |
Class B
Common Stock |
|||||||||||||||||||||||||
| Name of Beneficial Owner | Shares |
% of
Class |
Shares |
% of
Class |
% of Total
Voting Power |
|||||||||||||||||||||
| Named Executive Officers and Directors | ||||||||||||||||||||||||||
|
Benjamin Silbermann
(1)
|
— | — | 38,974,312 | 46.49 | 34.26 | |||||||||||||||||||||
|
Evan Sharp
(2)
|
— | — | 3,143,468 | 3.67 | 2.72 | |||||||||||||||||||||
|
Bill Ready
(3)
|
4,205,665 | * | — | — | * | |||||||||||||||||||||
|
Julia Brau Donnelly
(4)
|
— | — | — | — | — | |||||||||||||||||||||
|
Todd Morgenfeld
(5)
|
— | — | — | — | — | |||||||||||||||||||||
|
Malik Ducard
(6)
|
269,107 | * | — | — | * | |||||||||||||||||||||
|
Sabrina Ellis
(7)
|
137,893 | * | — | — | * | |||||||||||||||||||||
|
Wanji Walcott
(8)
|
101,831 | * | — | — | * | |||||||||||||||||||||
|
Jeffrey Jordan
(9)
|
104,750 | * | — | — | * | |||||||||||||||||||||
|
Leslie Kilgore
(10)
|
64,210 | * | 6,838 | * | * | |||||||||||||||||||||
|
Jeremy Levine
(11)
|
1,200,954 | * | — | — | * | |||||||||||||||||||||
|
Gokul Rajaram
(12)
|
37,537 | * | — | — | * | |||||||||||||||||||||
|
Fredric Reynolds
(13)
|
90,535 | * | 100,000 | * | * | |||||||||||||||||||||
|
Scott Schenkel
(14)
|
— | — | — | — | — | |||||||||||||||||||||
|
Salaam Coleman Smith
(15)
|
34,209 | * | — | — | * | |||||||||||||||||||||
|
Marc Steinberg
(16)
|
16,106 | * | — | — | * | |||||||||||||||||||||
|
Andrea Wishom
(17)
|
38,898 | * | — | — | * | |||||||||||||||||||||
|
All directors and executive officers as a group
(18)
|
6,301,695 |
1.05
|
42,224,618 | 49.27 | 36.73 | |||||||||||||||||||||
| Other 5% Stockholders | ||||||||||||||||||||||||||
|
Paul Sciarra
(19)
|
— | — | 34,106,615 | 40.71 | 30.04 | |||||||||||||||||||||
|
Blackrock, Inc.
(20)
|
36,051,756 |
6.02
|
— | — | 1.59 | |||||||||||||||||||||
|
The Vanguard Group
(21)
|
56,348,766 |
9.41
|
— | — | 2.48 | |||||||||||||||||||||
|
Pinterest 2024 Proxy Statement
|
57
|
||||
|
58
|
Pinterest 2024 Proxy Statement
|
||||
|
Pinterest 2024 Proxy Statement
|
59
|
||||
|
60
|
Pinterest 2024 Proxy Statement
|
||||
|
Pinterest 2024 Proxy Statement
|
61
|
||||
|
62
|
Pinterest 2024 Proxy Statement
|
||||
|
Pinterest 2024 Proxy Statement
|
63
|
||||
| Effect of | |||||||||||||||||
| Proposal | Board Recommendation | Required Vote | Withholding / Abstentions | Broker Non-Votes | |||||||||||||
|
1
|
Election of directors
|
“FOR”
each nominee |
Plurality of votes cast (nominees that receive the most FOR votes will be elected)
|
No effect
|
Not counted as a vote cast and so no effect
|
||||||||||||
|
2
|
Non-binding advisory vote on the compensation of our named executive officers
|
“FOR”
|
Majority of the voting power of the shares represented at the meeting and entitled to vote on the matter
|
Same as a vote AGAINST
|
Not counted as entitled to vote and so no effect
|
||||||||||||
|
3
|
Ratification of selection of Ernst Young
|
“FOR”
|
Majority of the voting power of the shares represented at the meeting and entitled to vote on the matter
|
Same as a vote AGAINST
|
Not counted as entitled to vote and so no effect
|
||||||||||||
|
64
|
Pinterest 2024 Proxy Statement
|
||||
|
Pinterest 2024 Proxy Statement
|
65
|
||||
| Year Ended December 31, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | (35,610) | $ | (96,047) | $ | 316,438 | ||||||||||||||||||||||||||
| Depreciation and amortization | 21,509 | 46,489 | 27,500 | |||||||||||||||||||||||||||||
| Share-based compensation | 647,860 | 497,123 | 415,382 | |||||||||||||||||||||||||||||
| Interest (income) expense, net | (105,439) | (30,235) | (3,075) | |||||||||||||||||||||||||||||
| Other (income) expense, net | (3,799) | 14,502 | 8,291 | |||||||||||||||||||||||||||||
| Provision for income taxes | 19,170 | 10,103 | 4,533 | |||||||||||||||||||||||||||||
| Restructuring charges | 126,882 | — | — | |||||||||||||||||||||||||||||
| Non-cash charitable contributions | 12,890 | — | 45,300 | |||||||||||||||||||||||||||||
|
Adjusted EBITDA
|
$ | 683,463 | $ | 441,935 | $ | 814,369 | ||||||||||||||||||||||||||
|
66
|
Pinterest 2024 Proxy Statement
|
||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|