UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Securities Exchange Act of 1934 (Amendment No. )
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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| Our mission | |||||||||||||||||
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Our mission is to bring everyone
the inspiration to create a life they love |
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Our core values
Our core values bring Pinterest to life
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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.
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Letter from the CEO
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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
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"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."
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Pinterest 2024 Proxy Statement
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1
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2
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Pinterest 2024 Proxy Statement
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Performance highlights
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Overview of 2023 results
Our key financial and operating results as of and for the year ended December 31, 2023, are as follows:
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Monthly active users
(in millions) |
Revenue
(in millions) |
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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
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Net income (loss)
(in millions) |
Adjusted EBITDA
(in millions) |
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Average revenue per user
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(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.
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Pinterest 2024 Proxy Statement
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3
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Table of contents
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Note about our websites and reports and forward-looking statements:
Website references are provided in this Proxy Statement for convenience only. The content of any referenced websites or reports, including any other websites or reports referenced or discussed in this Proxy Statement, are not deemed to be part of, nor incorporated by reference into, this Proxy Statement. We assume no liability for the content contained on the referenced websites.
This Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to substantial risks and uncertainties and are based on estimates and assumptions as of filing. All statements other than statements of historical facts included in the Proxy Statement, including statements about the company’s goals, progress or expectations with respect to corporate responsibility, sustainability, corporate governance, executive compensation and other matters, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "believes," "estimates," "expects," "projects," "may," "will," "can," "intends," "plans," "targets," "forecasts," "anticipates," or and similar expressions, or the negative of these terms, and similar expressions intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” in the company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The inclusion of information related to our corporate responsibility efforts is not an indication that such topics are material to investors or the Company’s results of operation, financial condition, or strategy as defined under U.S. and global laws or regulations.
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Pinterest 2024 Proxy Statement
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Notice of annual meeting
of stockholders
of stockholders
You are cordially invited to attend the 2024 annual meeting of stockholders ("annual meeting") on Thursday, May 23, 2024, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at
www.virtualshareholdermeeting.com/PINS2024
. Whether or not you expect to attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by proxy, you may still vote at the virtual annual meeting by following the instructions under “Voting and annual meeting information.”
| 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 |
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| 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.
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“FOR”
each director nominee
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Page
10
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To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).
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“FOR” |
Page
34
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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.
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“FOR” |
Page
54
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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
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Pinterest 2024 Proxy Statement
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5
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Proxy summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
2024 annual meeting of stockholders
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Date and Time
To Be Held Online at
8:00 a.m. Pacific Time on Thursday, May 23, 2024 |
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Location
www.virtualshareholdermeeting.com/PINS2024
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This Proxy Statement is furnished in connection with the solicitation of your proxy by our board of directors (‘‘board’’) to vote at the 2024 annual meeting of stockholders (‘‘annual meeting’’), including at any adjournments or postponements of the annual meeting. This Proxy Statement contains information to be voted on at the annual meeting and certain other information required by Securities and Exchange Commission (‘‘SEC’’) rules. In accordance with SEC rules, we are making our proxy materials available at www.proxyvote.com with an option to request a printed set be mailed to you. 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. This notice contains instructions for viewing the proxy materials and voting online and requesting a printed set of proxy materials.
You are cordially invited to attend the annual meeting on
Thursday, May 23, 2024
, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at
www.virtualshareholdermeeting.com/PINS2024
. Whether or not you expect to attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by proxy, you may still vote at the virtual annual meeting by following the instructions under ‘‘Voting and annual meeting information’’.
| 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.
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“FOR”
each director nominee
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Page
10
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To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).
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“FOR” |
Page
34
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| 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.
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“FOR” |
Page
54
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Pinterest 2024 Proxy Statement
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Proxy summary
Our board of directors
The following table provides summary information about each of our continuing directors, including the three nominees for election at the annual meeting.
| Name | Principal Occupation | Age |
Director
Since |
Independent | Committee Memberships | ||||||||||||||||||||||||||||||
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Fredric Reynolds |
Former EVP CFO,
CBS Corporation |
73
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2017 | Yes |
Audit Committee*
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Scott Schenkel |
Former CFO Interim CEO, eBay
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56 | 2023 | Yes |
Audit Committee (chair)
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Andrea Wishom
Lead Independent Director
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President, Skywalker Holdings |
54
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2020 | Yes |
Compensation Committee**
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Leslie Kilgore |
Former Chief Marketing
Officer, Netflix |
58
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2019 | Yes |
Compensation
Committee (chair) |
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Bill Ready
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Chief Executive
Officer, Pinterest |
44
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2022 | No | None | |||||||||||||||||||||||||||||
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Benjamin Silbermann |
Co-Founder and non-Executive Chair, Pinterest
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41
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2008 | No | None | |||||||||||||||||||||||||||||
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Salaam Coleman Smith | Former EVP, ABC Family |
54
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2020 | Yes |
Audit Committee;
Governance Committee*** |
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Jeffrey Jordan |
Managing Partner,
Andreessen Horowitz |
65
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2011 | Yes |
Governance Committee
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Jeremy Levine |
Partner, Bessemer
Venture Partners |
50
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2011 | Yes |
Governance
Committee (chair) |
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Gokul Rajaram |
Former Corporate Development and
Strategy Lead, DoorDash |
49
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2020 | Yes |
Compensation Committee
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Marc Steinberg |
Senior Portfolio
Manager, Elliott Management Corporation |
34
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2022 | Yes |
Audit Committee
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* Our audit and risk committee is referred to as "audit committee" throughout this Proxy Statement. Mr. Schenkel became chair of the Audit Committee in February 2024.
** Our talent development and compensation committee is referred to as “compensation committee” throughout this Proxy Statement.
*** Our nominating and corporate governance committee is referred to as “governance committee” throughout this Proxy Statement.
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Pinterest 2024 Proxy Statement
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7
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Proxy summary
Board snapshot
The following charts reflect the age, independence, tenure, gender and race/ethnicity of the members of our board continuing in office following the annual meeting, assuming the election of all nominees:
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Jeffrey
Jordan
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Leslie
Kilgore
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Jeremy
Levine
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Gokul
Rajaram
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Bill
Ready
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Frederic
Reynolds
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Scott
Schenkel
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Ben
Silbermann
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Salaam
Coleman
Smith
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Marc
Steinberg
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Andrea
Wishom
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Governance
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Management
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Technology or
Cybersecurity
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Finance
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Sales and
marketing
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companies
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Media
content
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E-commerce
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Other public
company board
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Public company
CEO
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8
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Pinterest 2024 Proxy Statement
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Proxy summary
For more information about our board members, see page
11
of this Proxy Statement.
Corporate governance highlights
Our corporate governance practices are designed to promote the long-term interests of our stockholders, strengthen board and management accountability and foster responsible decision-making. The following table summarizes our corporate governance policies and practices.
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
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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
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For more information about our corporate governance practices, see page
23
of this Proxy Statement.
Executive compensation highlights
We endeavor to maintain sound governance standards through the administration of our executive compensation program. The following tables summarize our compensation governance policies and practices.
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What we do
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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
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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
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What we don’t do
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pension and executive retirement plans
significant perquisites to executive officers
supplemental executive benefits
“single trigger” vesting in equity upon change in control
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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
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For more information about our executive compensation practices and policies, see page
35
of this Proxy Statement.
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Pinterest 2024 Proxy Statement
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9
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Election of directors
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Proposal 1
Election of directors
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Our board is currently comprised of twelve members. In accordance with our amended and restated certificate of incorporation (our "certificate of incorporation"), our board is divided into three staggered classes of directors. At the annual meeting, three Class II directors will stand for election for a three-year term. Each director’s term continues until the election and qualification of their respective successor or until their office is otherwise vacated.
Evan Sharp, a current Class II director, is not standing for re-election and will retire from the board at the annual meeting, at which point the size of the board will be reduced to eleven directors, and the number of Class II directors will be reduced to three. Mr. Sharp’s departure is not the result of any disagreement with the Company, the board or the management team. The board thanks Mr. Sharp for his dedicated service and many contributions to the Company, including co-founding Pinterest and leading its creative, product and design teams for over a decade.
Each of the nominees standing for election at the annual meeting currently serves as a director. Two of the three director nominees, Fredric Reynolds and Andrea Wishom, were most recently elected by our stockholders at the 2021 annual meeting of stockholders. In September 2023, our board appointed Scott Schenkel as a Class II director, who was recommended to the governance committee by a third party search firm.
Upon recommendation by our governance committee, the board has nominated each of them for election for a term of three years (through the 2027 annual meeting of stockholders) and until their respective successors have been duly elected and qualified, or until their office is otherwise vacated. Although Mr. Reynolds would be over the age of 72 at the time of the election at the annual meeting, our board, on the recommendation of our governance committee, has determined that it is in the best interests of the company and our stockholders to nominate Mr. Reynolds for reelection to the board because of his extensive audit expertise and knowledge of our business, and to provide continuity on the board during this upcoming year.
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The board recommends a vote
FOR
each director nominee
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10
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Pinterest 2024 Proxy Statement
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Election of directors
Our board of directors
Board diversity
Our continuing board is composed of a diverse group of individuals, with diverse backgrounds, experience and skills relevant to our company. We believe the diversity, skills and experience of our directors provide 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.
| Age | Independence | Tenure | Gender | Race/Ethnicity | ||||||||||||||||||||||
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Pinterest 2024 Proxy Statement
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11
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Election of directors
Board experience and expertise
The following reflects the experience and expertise of the members of our board continuing in office following the annual meeting, assuming the election of all nominees:
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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. |
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9
Directors
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10
Directors
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9
Directors
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8
Directors
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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. |
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5
Directors
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10
Directors
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8
Directors
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8
Directors
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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. |
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10
Directors
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4
Directors
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12
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Pinterest 2024 Proxy Statement
|
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Election of directors
Class II director nominees for election at the 2024 annual meeting of stockholders
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Fredric Reynolds
Former Executive Vice President and Chief Financial Officer, CBS Corporation Director since 2017 |
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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.
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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
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Pinterest 2024 Proxy Statement
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13
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Election of directors
|
Scott Schenkel
Former Interim Chief Executive Officer and Chief Financial Officer, eBay Inc. Director since 2023 |
|
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|
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
|
||||
Election of directors
|
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
|
||||
Election of directors
Class III directors continuing in office until the 2025 annual meeting of stockholders
|
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
|
||||
Election of directors
|
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
|
||||
Election of directors
|
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
|
||||
Election of directors
Class I directors continuing in office until the 2026
annual meeting of stockholders
annual meeting of stockholders
|
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
|
||||
Election of directors
|
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
|
||||
Election of directors
Director selection and recruitment
The governance committee is responsible for, among other things, overseeing succession planning for directors and ensuring that we have a qualified board to oversee management’s execution of the company’s strategy and safeguard the long-term interests of stockholders. In this regard, the governance committee is charged with identifying, evaluating and recommending potential director candidates.
|
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.
|
||||
The governance committee strives to maintain an engaged, independent board with broad and diverse experience and judgment that is committed to representing the long-term interests of our stockholders. The governance committee considers a wide range of factors when selecting and recruiting director candidates, including achieving:
•
an experienced and qualified board.
The governance committee seeks directors with a record of accomplishment in their chosen fields that are relevant to our company and its industry.
•
diversity.
The governance committee seeks candidates representing a diversity of occupational and personal backgrounds, knowledge, skills, qualifications and viewpoints so that the board provides effective oversight of the management of the company. The governance committee reviews the board’s effectiveness in balancing these considerations when assessing the composition of the board.
•
board refreshment.
We believe that Pinterest benefits from fostering a mix of experienced directors with a deep understanding of the company and its industry and those who bring fresh perspectives. We have regularly refreshed our board since our initial public offering ("IPO") in April 2019, including the addition of six new directors over the past five years.
•
ideal board size.
The board currently has twelve directors (eleven following the annual meeting) and three classes of directors. The board believes this size works well as it provides a sufficient number of directors to achieve an appropriate mix of experience and meet its oversight responsibilities while promoting accountability and efficiency.
•
a board with strong personal attributes.
We believe that all of our directors should possess the following personal attributes: high integrity and good judgment, absence of legal or regulatory impediments, independence of mind and strength of character to effectively represent the best interests of all stockholders and provide practical insights and diverse perspectives, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to the board and its committees, and willingness to assume broad, fiduciary responsibilities on behalf of all stockholders.
|
Pinterest 2024 Proxy Statement
|
21
|
||||
Election of directors
Stockholder recommendations of director candidates
The governance committee considers director candidates recommended by stockholders. Stockholders may recommend a candidate by writing to the Corporate Secretary at the company’s address listed on page
60
of this Proxy Statement and including all information that our amended and restated bylaws (our "bylaws") require for director nominations.
Stockholder proxy access right
We have adopted proxy access. Our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) that have owned 3% or more of Pinterest' outstanding shares continuously for at least three years to submit director nominees (the greater of two directors or up to 20% of our board) for inclusion in our proxy materials. For additional information, see "Stockholder proposals for the 2025 annual meeting of stockholders."
Director independence
At least a majority of our board members, including all members of our audit, compensation and governance committees, are required to be independent under New York Stock Exchange (“NYSE”) listing rules. The board, with the assistance of the governance committee, considers all relevant facts and circumstances when making its independence determinations. A substantial majority of our board—nine out of eleven continuing directors—is independent.
The board has affirmatively determined that Mr. Jordan, Ms. Kilgore, Mr. Levine, Mr. Rajaram, Mr. Reynolds, Mr. Schenkel Ms. Smith, Mr. Steinberg and Ms. Wishom do not have relationships that would interfere with the exercise of their independent judgment in carrying out the responsibilities as a director and each of these directors is “independent” as that term is defined under the listing standards of the NYSE. In making these determinations, the board considered the current and prior relationships that each of these directors has with our company and all other facts and circumstances our board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director (and any investor with which they are affiliated) and the transactions involving them. The board also took into account that Pinterest from time to time engages in business in the ordinary course with entities where our directors are employed, serve on the board or otherwise provide services to such entities.
|
22
|
Pinterest 2024 Proxy Statement
|
||||
Corporate governance
Board structure and role
Our board is currently comprised of twelve directors and is divided into three classes, with each class having a three-
year term.
Board leadership structure
The board regularly reviews its leadership structure to evaluate whether the structure remains appropriate for the company, and the directors annually elect the chair of the board. Currently, the roles of board chair and CEO are separate. Since June 2022, Bill Ready has served as our CEO, and Benjamin Silbermann has served as our chair. In August 2023, Mr. Silbermann transitioned from executive chair to non-executive chair. We believe the board continues to benefit from Mr. Silbermann’s deep understanding of our business and culture, as well as his leadership in shaping and driving the company’s strategic priorities and business plans.
Our corporate governance guidelines provide that if the chair is not otherwise independent, the independent directors will select one of our independent directors to serve as our lead independent director. Andrea Wishom continues to serve as lead independent director following Mr. Silbermann’s transition. We have structured the lead independent director role in a manner that we believe reinforces the independence of the board and continues to best serve the long-term interests of our stockholders. A summary of the roles and responsibilities of the board chair and lead independent director is provided below.
|
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.
|
||||||||||
The board believes that its selection of the current leadership structure is not impacted by the board’s risk oversight function and the board is effective in overseeing risk, as described in the “Board’s role in risk oversight” section below, under a variety of leadership frameworks.
|
Pinterest 2024 Proxy Statement
|
23
|
||||
Corporate governance
Board committees
Our board has established three standing committees—an audit committee, a compensation committee and a governance committee. The composition and responsibilities of each are described below.
The board has determined that each member of each committee is independent and meets the NYSE and SEC independence standards for serving on such committee, as applicable. The board also has determined that, in accordance with the SEC and NYSE rules, each member of the audit committee is financially literate and each of Mr. Schenkel and Mr. Reynolds is an audit committee financial expert. Members serve on these committees until their resignation or until otherwise determined by the board. The board has adopted written charters for each of the audit committee, compensation committee and governance committee which are available at https://investor.pinterestinc.com/ governance/governance-documents. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The board may establish other committees as it deems necessary or appropriate from time to time.
|
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
|
||||
Corporate governance
|
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.
|
||||
Board’s role
The board is elected to oversee management and safeguard stockholders’ long-term interests. A key function of the board is reviewing, approving (where appropriate) and actively monitoring management’s execution of the company’s long-term strategic goals. The board actively engages on Pinterest matters throughout the year, including at quarterly board meetings and regular meetings of each committee, where they receive updates from key management personnel. The board and committees also have meetings as needed in between their regular meetings. Directors also regularly engage with and provide counsel to management through informal calls and meetings.
Our board oversees management’s performance on behalf of our stockholders. The primary responsibilities of the board include:
|
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
|
||||
Board’s role in strategy
Our board recognizes the importance of ensuring that our overall business strategy is designed to create long-term, sustainable value for our stockholders. Our board has an oversight role in helping management formulate, plan and implement our company's strategy. The board has a robust annual strategic planning process that includes developing and reviewing elements of our business, strategic and financial plans with our executive leadership team. The board gets updates on the company's strategy progress and challenges, as well as related risks, throughout the year.
|
Pinterest 2024 Proxy Statement
|
25
|
||||
Corporate governance
Board’s role in risk oversight
Our board is responsible for overseeing how we manage risk at Pinterest. This is carried out both at the full board level and through each of the standing committees.
Through our enterprise risk assessment ("ERA") process, we maintain a defined approach to assessing and managing risks and circumstances that could impact our ability to achieve strategic objectives. We refresh our ERA process annually, using the previous year’s ERA results as a baseline, researching potential emerging risks and interviewing relevant stakeholders to gather perspectives on the company’s top enterprise risks. These insights help direct ongoing risk management conversations with management and the board, including expanding management awareness and oversight on newly identified risks.
|
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
|
||||
Corporate governance
Board engagement
Attendance at board and committee meetings
We encourage all our directors to attend and actively participate in all meetings of the board and any committees on which they serve. In
2023
, the board held 5 meetings, and each director attended 75% or more of the aggregate number of meetings of the board and of the committees on which he or she served during the year. Directors are also encouraged to attend the annual stockholders’ meetings. All the directors then serving on the board attended the
2023
annual stockholders’ meeting.
Director orientation and education
New directors participate in an orientation program, which generally addresses the company’s strategic plans, significant risk exposures and compliance programs (including its Code of Business Conduct Ethics and other applicable policies). The directors and the company are committed to providing all directors with an orientation and adequate and consistent continuing education.
Board evaluation
The lead independent director and the governance committee oversee the performance and annual self-evaluation process for the board and each standing committee. We conduct interviews of each board member for their observations and suggestions on the effectiveness of the board. The governance committee chair and lead independent director, along with any applicable consultants, discuss results with the board and may make recommendations to the chair of the board on any changes as they deem necessary.
ESG impact
Our mission is to give people the inspiration to create a life they love. We have ongoing efforts to address environmental, social, and governance priorities to further our mission and help deliver sustainable long-term value to our stockholders. We are working to be a positive force for good across our business, with a particular focus on four main areas: people, product, planet and governance.
In February 2023, we released our ESG Impact Report, which is available on our investor relations website under “Impact Reports.” This section also contains our Inclusion and Diversity report. We also regularly post company initiatives and information at https://investor.pinterestinc.com.
Below we describe highlights of our on-going ESG efforts.
|
People | ||||
Our employees make Pinterest the success that it is. We are committed to meeting their real-world needs and championing emotional wellbeing so they can bring their best selves to work.
Benefits that meet real-world needs
. In 2022, we introduced PinFlex, a flexible work model that gives our employees the freedom to work at an office, from home or at another virtual location within their country of employment. Eligible employees can even work outside their country for up to three months.
We strive to give all employees choices that are best for their careers and their lives with a comprehensive suite of medical, dental, disability and mental health benefits. For example, offer new parents at least 20 weeks of leave globally.
Employee wellbeing.
We offer our employees access to mental health and wellbeing resources, including services like Lyra, Ginger, Calm and Cleo. In 2023, we further evolved our employee resource groups, which we call Pinspiration Groups, and which are centered around a common cause, such as sustainability or emotional wellbeing. One of our Pinspiration Groups, Pinside Out, uniquely creates space for colleagues to connect on mental health topics and activities. It activates peer-to-peer support through monthly healthy hours (open forums and guided discussions) and group meditations. In addition, to promote financial wellbeing, we also offer programs like financial planning and investment services.
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Corporate governance
Building a diverse and inclusive workplace.
We are committed to creating a workplace where everyone feels a sense of belonging and sees themselves represented. We believe that a diverse applicant pool is critical to this goal. Our Diverse Slates Approach is designed to help ensure we consider candidates from underrepresented backgrounds during our hiring process, including at the leadership level. Targeted recruitment efforts through AfroTech, Lesbians Who Tech Allies and historically black colleges and universities also open the door to a wider pool of talent.
While it is every employee’s responsibility to make Pinterest an inclusive workplace, it is also the responsibility of our management and the board. We seek inclusion and diversity at the highest level in our organization. As described in this Proxy Statement, our board as well as our leadership team is diverse in terms of gender, race, skills, expertise and experience. Our compensation committee oversees our inclusion and diversity ("ID") initiatives, and management regularly updates the compensation committee on our progress in reaching our ID goals, including pay equity, any impediments, and broader industry trends and observations.
Caring for communities
. Pinterest aims to have a positive and inspiring impact on the communities we serve. That ranges from emergency and disaster response efforts, through employee volunteer service and donation matching contributions, to the provision of pro bono legal services, to local business and vendor support, alongside other efforts aimed at contributing to strong and vibrant communities.
We have also invested $20 million to date in more than more than 60 organizations around the world that provide preventative mental health support, including through art and creative expression, social connection and tech for wellbeing. Through our philanthropic efforts and partnerships, we now support the work of nonprofit organizations advancing emotional wellbeing in over 30 countries including Peer Health Exchange, The Art Therapy Project and Jack.org. Last year we also launched Pinterest Impact Lab, a capacity and leadership strengthening program with an emphasis on supporting emerging stage organizations and diverse leaders.
In June 2023, Pinterest announced its support of the Inspired Internet Pledge. The pledge, created by the Digital Wellness Lab at Boston Children's Hospital in collaboration with Pinterest, is a call to action for technology companies and the broader digital ecosystem to come together to make the internet a safer and healthier place for everyone, especially young people.
|
Product | ||||
We are intentional in our efforts to create a positive, welcoming, and inspiring corner of the internet.
A positive corner of the internet.
Delivering a positive platform starts with proactive content guidelines that prioritize user wellbeing. Community guidelines govern what we expect on Pinterest. They outline what we expect of users in order to nurture a positive, honest, welcoming and—above all—inspiring corner of the internet. Comprehensive advertising guidelines make it clear what can be promoted on our platform. We work hard to keep these guidelines up-to-date and strive to remove violating content or content that negatively impacts users’ emotional wellbeing.
These comprehensive community and advertising guidelines are constantly re-evaluated and updated to address the latest issues and developments online.
Whether it is enhancing teen safety or creating a more inclusive online experience, we are deliberate about improving our platform through policy decisions and product developments. Examples of our longstanding commitment to delivering a positive platform include product updates that are designed to protect our users’ personal space, including the launch of private profiles as well as features that give users more control over their followers, improved options for collaborating only with people they know, and the ability for parents to easily opt in and out of a parental passcodes for teens.
A place of inclusion.
Building a positive corner of the internet means trying to make sure everyone feels welcome and supported when they come to our platform. We continue to evolve our features for greater diversity and inclusion. For example, in September 2023, Pinterest introduced a new body type technology to its suite of inclusive Artificial Intelligence ("AI") innovations — a technology that uses shape, size, and form to identify various body types in over 5 billion images on the platform. Pinterest is leveraging this body type technology and previously launched skin tone technology to shape how its algorithms increase representation across related feeds and search results for women’s fashion and wedding-related content. These inclusive AI efforts help make Pinterest a more positive place online — a place where we believe everyone can see themselves reflected.
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Corporate governance
Prioritizing data privacy.
We want to give people easy-to-access information on how their data is used by maintaining a clear, regularly updated online privacy policy. We maintain an information security team to oversee all data and business security areas, including: enterprise security, product security, security operations, infrastructure security, intrusion detection and response, and governance, risk and compliance. While we have a dedicated team, we also emphasize the shared responsibility of our workforce to support ongoing product and company security. This is communicated during employee onboarding, and every year after, with all employees required to complete periodic security awareness and compliance training.
|
Planet | ||||
When it comes to protecting the planet, we believe everyone has a role to play. At Pinterest, we’re committed to inspiring action—across our platform, within our operations and throughout our communities—starting with reducing our own greenhouse emissions.
Partnering for Earth.
Addressing climate change requires global, cross-industry collaboration. It is why we maintain memberships with organizations such as Business for Social Responsibility and Project Drawdown Drawdown Labs initiative – entities that exist to activate shared responsibility for realizing a healthier planet.
Tracking our emissions.
In 2022, we committed to set near-term emissions reduction targets for Scope 1 and 2 emissions in line with the Science Based Targets initiative and achieve 100% renewable electricity in our global offices in 2023. We achieved both these commitments in 2023. We remain committed to reducing our operational emissions and investing in renewable energy.
Additionally, we believe our environmental impacts go beyond emissions so we also monitor water use and waste streams, seeking to do more with less to protect precious natural resources.
Collaborating for a more sustainable cloud.
At Pinterest, most emissions are Scope 3 (i.e., indirect emissions from our upstream and downstream value chain), including emissions from cloud computing that makes our platform possible. We’ve worked with our cloud computing partner, Amazon Web Services, since 2018 to better understand our indirect carbon footprint and their goals for reducing their emissions.
PinPlanet.
PinPlanet is our employee resource group whose mission is to create a sustainable future for all by inspiring climate action. Throughout 2023, PinPlanet leaders hosted workshops, created community action opportunities for employees, and worked with creators and advertisers to develop content on living a more sustainable life.
|
Governance
|
||||
It is not just what we do that matters but how we do it. Good corporate governance drives accountability, transparency and decision-making that strengthens stakeholder confidence. Our board oversees and reviews the company's strategic direction and objectives, considering (among other things) risk profile and exposure and key stakeholder relationships. Three standing board committees have distinct responsibilities, including ESG-specific responsibilities. The governance committee is responsible for reviewing our ESG strategy, goals, initiatives and reporting on ESG matters. Our management regularly updates the committee on ESG matters. In addition, the compensation committee is responsible for overseeing our inclusion and diversity efforts, including receiving regular progress updates against our inclusion and diversity goals. Our corporate governance practices are further described throughout this Proxy Statement.
We maintain various publicly available company policies, including a Code of Business Conduct Ethics that outlines the ethical, lawful conduct we expect from everyone at Pinterest. A Supplier Code of Conduct establishes expectations for suppliers working with Pinterest.
Every new hire must complete Ethics Code of Conduct training and confirm they have read the code. Periodic communications and refresher trainings on this and related topics support our ongoing efforts to enhance employee understanding of these expectations.
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Corporate governance
Other governance practices
Corporate governance guidelines
The board has adopted corporate governance guidelines, which you can find on our website
(https://investor.pinterestinc.com/governance/governance-documents)
, that we believe reflect the board’s commitment to governance practices that enhance corporate responsibility and accountability. The board annually reviews these guidelines, along with the charters for the board’s standing committees (the audit committee, compensation committee and governance committee), so that our policies and programs continue to reflect good corporate governance practices.
Code of ethics
We have adopted a Code of Business Conduct and Ethics applicable to our directors, employees and contractors, including our CEO, CFO and other executive officers and all persons performing similar functions. A copy of that code is available on our website (
https://investor.pinterestinc.com/governance/governance-documents
). We intend to disclose on our website any future amendments to, or material waivers from, the code to the extent applicable to our executive officers or directors and as required by law.
No compensation committee interlocks or insider participation
None of the members of the compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serve, or have served during the last year, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board or compensation committee.
Communications with the board and stockholder engagement
We have a process by which stockholders and any other interested parties may directly communicate with the board or any of its directors, including the non-executive chair and lead independent director. Those who wish to communicate with the board or any of its directors may do so by sending written communications addressed to the Corporate Secretary at the company’s address which can be found on page
60
of this Proxy Statement. Each communication should specify the applicable addressee or addressees to be contacted, the general topic of the communication, and the information about your share ownership. The company will initially receive and process communications before forwarding them to the addressee. Certain items that are unrelated to the duties and responsibilities of the Board of Directors will not be forwarded. Such items include, but are not limited to: spam, junk mail and mass mailings, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is trivial, obscene, unduly hostile, threatening, or illegal or similarly unsuitable items will not be forwarded.
We value hearing from our stockholders. We believe that effective corporate governance includes regular, transparent and constructive communication with our stockholders to understand your perspectives and priorities. Throughout the year, members of our investor relations team and our management meet with our stockholders from time to time to address their questions and concerns about our business and the company. In 2023, we had productive dialogues on a number of topics of interest to our stockholders, including ID, company strategy, products and innovation, corporate governance, compensation and other issues. We also update our board on investor feedback, when appropriate.
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Director compensation
The compensation committee regularly reviews and assesses the form and amount of compensation payable to our independent directors and, with the assistance of an independent compensation consultant, recommends any appropriate adjustments to the full board for approval. The compensation committee most recently reviewed the Non-Employee Director Compensation Policy with its independent compensation consultant in February 2024. We also reimburse our independent directors for reasonable out-of-pocket travel expenses in connection with attending board and committee meetings. In addition, we also reimburse board members for education opportunities since we think that is integral to their duties and performance.
Pursuant to our Non-Employee Director Compensation Policy, below is a summary of compensation paid to our non-
employee directors in 2023.
|
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 |
|
|||||||||
(1)
Paid in quarterly installments on a prospective basis, pro-rated for directors whose service commences during the year.
(2)
Amounts represent the approximate grant date fair value of RSUs that will be settled in shares of Class A common stock. All awards granted pursuant to the Non-Employee Director Compensation Policy vest, in addition to the schedules below, upon a change in control of the company.
(3)
Award vests, subject to the director’s continued service, in equal annual installments on the first three anniversaries of the director’s commencement of service. Applies only to directors appointed after the IPO which was in April 2019.
(4)
Award vests, subject to the director’s continued service, in full on the earlier of the first anniversary of the grant date or the day prior to the company’s next annual meeting.
Evan Sharp and Bill Ready do not receive any additional compensation for their services as a director. 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 continue to vest while he serves as a director and advisor. Benjamin Silbermann receives compensation for his services as non-Executive Chair, as described below.
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Director compensation
Stock ownership guidelines for non-employee directors
We maintain stock ownership guidelines pursuant to which non-employee directors are required to own Pinterest stock with a value equal to at least five times the amount of the annual cash retainer described above. Unvested RSUs held by a board member are not counted as shares when determining the number of shares owned. Under the guidelines, directors must comply with this requirement within five years of the later of (i) the date they join the board, or (ii) the adoption of the guidelines in November 2022. If any director does not meet the stock ownership requirement within this time frame, then he or she must retain 50% of the “net profit shares” resulting from the vesting of equity awards until he or she reaches the applicable ownership requirement.
The following table sets forth information regarding compensation earned by or paid to our non-employee directors during 2023.
2023 Director compensation table
| 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 | ||||||||||
(1)
Reported amounts represent the aggregate grant date fair value of RSUs granted during 2023, 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 2023 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, 2023, Mr. Jordan had 10,730 RSUs outstanding, Ms. Kilgore had 10,730 RSUs outstanding, Mr. Levine had 10,730 RSUs outstanding, Mr. Rajaram had 10,730 RSUs outstanding, Mr. Reynolds had 10,730 RSUs outstanding, Mr. Schenkel had 15,558 RSUs outstanding, Ms. Smith had 10,730 RSUs outstanding, Mr. Steinberg had 21,483 RSUs outstanding, and Ms. Wishom had 10,730 RSUs outstanding.
(3)
In connection with Mr. Silbermann's transition from Executive Chairman to non-Executive Chair on August 18, 2023, his then outstanding equity awards continue to vest while he serves as a director. Mr. Silbermann did not receive an initial grant of RSUs in connection with his appointment as non-Executive Chair but is otherwise eligible for compensation under our Non-Employee Director Compensation Policy. As of December 31, 2023, Mr. Silbermann had 233,334 RSUs outstanding.
(4)
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 continue to vest while he serves as a director and advisor. Mr. Sharp does not receive compensation for his services as a director. As of December 31, 2023, Mr. Sharp had 233,334 RSUs and 1,756,336 vested stock options outstanding.
(5)
Mr. Schenkel received an initial grant of 15,558 RSUs upon his appointment to the board in September 2023.
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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 his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
| 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
|
||||||
* See “Our Board of Directors” for the background for Mr. Ready. Julia Brau Donnelly was appointed our CFO on June 20, 2023, upon the departure of Todd Morgenfeld.
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.
Sabrina Ellis
has served as our Chief Product Officer since May 2023. Prior to joining Pinterest, she served as Vice President of Product Management of Google LLC, a multinational technology company, from February 2011 to May 2023. In this role she led work on Google Pixel and helped define strategy and vision for Google’s smartphone. Prior to joining Google, in 2011, she was the Vice President of Product Management at Kosmix and also previously spent 8 years at Yahoo! in a number of leadership roles, including as Vice President of Messenger, Voice and Chat. She also serves on the Board of Asurion. Ms. Ellis holds a Master’s degree in Business Administration from Stanford University and a Bachelor's degree in Computer Science from Stanford University.
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.
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|
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Executive compensation
|
Proposal 2
Non-binding advisory vote on our named
executive officers’ compensation |
||
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 2023 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 2025 annual meeting of stockholders.
|
The board recommends a vote
FOR
the approval, on
a non-binding advisory basis, of our named executive officers’ compensation |
||
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Executive compensation
Compensation discussion and analysis
This Compensation Discussion and Analysis describes the compensation program for our chief executive officer, our current and former chief financial officers, and our three other highest paid executive officers (commonly referred to as “named executive officers” or “NEOs”). For
2023
, our NEOs were:
| 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")
|
||||
Mr. Morgenfeld, our former Chief Financial Officer and Head of Business Operations, transitioned from his role with the company to pursue other career opportunities effective July 1, 2023. Ms. Donnelly was appointed as our CFO effective June 20, 2023.
Compensation philosophy and program
|
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.
|
||
Framework
To achieve these objectives, our executive compensation program has two compensation elements: base salary and long-term equity incentive compensation. 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.
Pay mix
The majority of our executive compensation is delivered in the form of equity awards. For details, see the "
2023
Summary compensation table" below. We believe that this pay mix, including equity compensation in the form of time-based restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and stock options generally vesting over two to four years, effectively supports our compensation objectives, including achievement of our long-term mission, motivating and paying for team and company performance, and aligning our executives’ interests with those of our stockholders.
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Executive compensation
Linking pay with performance
As described above, the majority of our NEOs’ target total direct compensation is linked to the value of our stock, which reflects the value we create over the long term. Following each annual review cycle, our named executive officers are eligible to receive periodic equity grants. While we use time-based RSUs, RSAs and stock options for such grants, when determining the amount of such awards, the compensation committee generally considers the company’s performance against various financial, operational and strategic objectives as well as each named executive officer’s individual contribution to that performance. In assessing executive performance, the compensation committee considers both the objectives the executive helped the company achieve as well as how they helped achieve those objectives, including whether they demonstrated leadership behaviors consistent with our values.
Governance
We endeavor to maintain sound governance standards through the administration of our executive compensation program. The following table summarizes our compensation governance policies and practices.
|
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
|
||||
The compensation committee, in consultation with its external compensation consultant, will continue to assess and update our executive compensation program so that it best supports Pinterest’s long-term mission and growth.
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Executive compensation
Compensation-setting process
Roles and responsibilities
|
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.
|
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Executive compensation
The compensation committee reviews our executive compensation program annually to assess whether it continues to be aligned with our compensation philosophy and program objectives as described above. The compensation committee updates the program as needed and also evaluates and establishes target total direct compensation opportunities for each of our NEOs.
The compensation committee’s decision-making for our NEOs’ compensation is guided by the factors listed below. The compensation committee does not weigh these factors in any predetermined manner, and no single factor is determinative in selecting compensation elements and setting compensation levels. Members of the compensation committee apply their business judgment and consider this information in light of their experience and knowledge of the company, the competitive market and each NEO. The factors that the compensation committee considers include:
•
our executive compensation program objectives;
•
our performance against the financial, operational and strategic objectives established by the compensation committee and our board;
•
each of our NEO's responsibilities, qualifications, knowledge, skills, experience, and marketability including on a relative basis to other similarly situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys;
•
the performance of each of our NEOs, based on a qualitative assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, ability to collaborate across the company, demonstration of leadership behaviors consistent with our values, and potential to contribute to our long-term financial, operational and strategic objectives;
•
an analysis of competitive market data (as described below);
•
the unrealized value and other terms of the outstanding unvested equity awards held by each of our NEOs;
•
feedback from investors on our executive compensation program, including through the say-on-pay vote; and
•
the recommendations of our CEO with respect to the compensation of our other NEOs.
Say-on-pay vote
In setting the form and amount of compensation for our NEOs, the compensation committee also considers the voting results from our most recent say-on-pay vote as well as specific input provided by stockholders throughout the year. At our 2023 annual stockholders’ meeting, a substantial majority of our stockholders expressed support for our executive compensation program, with 83.8% of the votes cast in favor of our named executive officers' compensation. The compensation committee did not make any significant changes to our executive compensation program in 2023 as a result of the say-on-pay vote.
Competitive positioning
For purposes of comparing our executive compensation against the competitive market and to guide compensation levels and practices, the compensation committee developed a peer group for 2023 in consultation with its external compensation consultant. In developing the peer group, the compensation committee’s goal was to include companies that would be relevant and useful for compensation decision-making, recognizing the individual qualifications and marketability of our NEOs.
This resulted in a peer group comprised of:
•
29 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 last four quarters’ revenue of $2.7 billion; and
•
with market capitalization from 0.25x to 4.0x Pinterest’s 30-trading day average market capitalization of $12.8 billion.
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Executive compensation
For 2023, the compensation peer group consisted of the following companies:
|
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
|
|||||||
* Based on the factors described above, the companies marked with an asterisk were added to the peer group for 2023. Activision, Adobe, Airbnb, Intuit and ServiceNow were removed from the 2022 peer group.
The above compensation peer group for 2023 was approved by the compensation committee in August 2022, with input from the compensation committee's external compensation consultant.
As described above, compensation decisions are not based solely on competitive market data. Rather, the market data serves as one point of reference to aid in understanding the competitive market for executive positions in our industry. When making compensation decisions, 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. Instead, the committee considers all of the data, including individual compensation data where available, as well as the many qualitative factors unique to each of our NEOs, including their responsibilities, qualifications, knowledge, performance, and marketability, which are not adequately reflected in percentile-based data. 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.
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.
Base salaries
Consistent with our compensation philosophy and focus on long-term value creation, base salaries are not a major portion of the target total direct compensation for our NEOs. During 2023, the compensation committee determined to set a standard base salary amount for all NEOs with the exception of Mr. Morgenfeld, whose base salary of $400,000 remained unchanged for 2023 due to his impending separation. Base salaries are reviewed on an annual basis.
For 2023, the base salary for our NEOs was adjusted to an annual base salary of $600,000 by the compensation committee after its consideration of both the company’s and corresponding market data. The table below sets forth the base salaries for each of our NEOs as of December 31, 2023, with the exception of Mr. Morgenfeld, whose base salary set forth below reflects the amount in effect as of his last day of employment:
| Named Executive Officer |
Base Salary
($)
|
||||
| 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 | ||||
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Executive compensation
Long-term equity 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 and stock options generally vesting over two to four years subject to continued service. 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 and do not necessarily receive awards every year.
Julia Brau Donnelly received a grant of 523,772 RSUs with a grant date fair value of $15.0 million in connection with her appointment as our CFO and pursuant to her employment agreement. Ms. Donnelly’s RSUs vest in equal installments on a quarterly basis over two years, subject to her continued employment on each applicable vesting date.
Malik Ducard received a grant of 151,114 RSUs with a grant date fair value of $3.7 million after considering his past performance and expected future contributions as well as the total unrealized value of his outstanding equity awards and their vesting terms relative to our compensation peer group data. Mr. Ducard’s RSUs vest in equal installments on a quarterly basis in 2024, subject to his continued employment on each applicable vesting date.
Sabrina Ellis received a grant of 725,222 RSUs with a grant date fair value of $20.8 million in connection with her appointment as our CPO and pursuant to her employment agreement. Ms. Ellis’s RSUs vest in equal installments on a quarterly basis over two years, subject to her continued employment on each applicable vesting date.
Benefits
Generally available benefits
Our named executive officers are eligible to participate in the same employee benefits that are generally available to all our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits include medical and dental and vision insurance, life insurance, short- and long-term disability insurance and commuter benefits.
Section 401(k) retirement savings plan
In addition, we maintain a Section 401(k) retirement savings plan (the "401(k) plan") that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis by deferring eligible compensation up to certain limits as set forth in the Internal Revenue Code. We make matching contributions to the 401(k) plan for all eligible employees. In addition, we have the ability to make discretionary cash contributions to the 401(k) plan, though we did not do so in 2023. Participants are immediately fully vested in both their own contributions and any company contributions. In structuring these benefit programs, we seek to provide an aggregate level of benefits that is comparable to those provided by similarly situated companies.
Other retirement benefits
We do not provide any non-qualified deferred compensation benefits and do not have any defined benefit pension or supplemental executive retirement plans.
Perquisites and other personal benefits
We do not view perquisites or other personal benefits as important to achieving our compensation objectives. Accordingly, we maintain a general benefits program for all employees and do not provide perquisites or other personal benefits to our executive officers except where we believe it is appropriate to achieve our compensation objectives and to assist our executive officers in the performance of their duties. During 2023, our named executive officers did not receive any perquisites or other personal benefits, except for benefits that are generally available to all our employees.
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Executive compensation
Post-employment compensation arrangements
|
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.
|
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|
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.
|
||
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.
Other compensation policies and practices
Employment arrangements
We have entered into written employment letters with our Chief Executive Officer 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.
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Executive compensation
Stock ownership requirements
We maintain a mandatory stock ownership program that applies to our CEO and his direct reports (including our NEOs). To ensure continued alignment of interests among our management, directors and stockholders, the ownership requirements are as follows:
|
Covered Individual Position
|
Required Stock Ownership Level
|
||||
|
Chief Executive Officer
|
6X annual base salary
|
||||
|
Other Executives
|
3X annual base salary
|
||||
Individuals must comply within five years of the later of (i) the individual first becoming subject to the policy (either upon commencement of employment with the company or due to a promotion) or (ii) the adoption of the policy. Individuals who are not in compliance after such compliance period must retain 50% of the "net profit shares" resulting from stock option exercises and/or vesting of other equity awards until they reach the applicable ownership requirement. Unvested or unearned equity awards and unexercised stock options are not counted as shares when determining the number of shares owned.
Compensation recovery ("Clawback") policy
We believe that it is important to foster and maintain a culture that emphasizes integrity and accountability. For this reason, we maintain a clawback policy that applies to our CEO and his direct reports (including our NEOs). In November 2023, we updated our clawback policy to comply with the listing standards adopted by the NYSE in order to implement the SEC’s finalized Exchange Act Rule 10-D-1. Our current policy provides that if the company is required to prepare an accounting restatement due to material noncompliance with any federal securities laws, the company must recover any incentive based compensation received by a current or former Section 16 officer ("covered executives") that exceeds the amount that otherwise would have been received had the compensation been determined based on the restated financial statements, computed on a pre-tax basis. Further, if a covered executive engages in conduct that constitutes "cause" as defined in the clawback policy that results in (i) a material error in the calculation of any performance-based measure used to determine any incentive compensation or (ii) material financial or reputational harm to the company, the compensation committee may require that such executive reimburse a portion of the covered compensation they received during the three fiscal years immediately preceding the date on which the compensation committee becomes aware of the conduct constituting cause.
Anti-hedging and pledging policies
Under our insider trading policy, our employees, including our executive officers and our non-employee directors, are prohibited from the following transactions: entering into hedging or monetizing transactions or similar arrangements with respect to our securities, including collars, equity swaps, exchange funds and forward contracts; holding our securities in a margin account or pledging our securities as collateral for a loan, unless approved in advance; short selling our securities; and engaging in any transaction in publicly traded options in our securities, including puts or calls or other derivative securities.
Compensation risk considerations
The compensation committee has reviewed our compensation policies and practices, in consultation with its external compensation consultant, to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies, and practices, including the mix of fixed vs. variable and short-term vs. long-term compensation, overall pay and incentive structures, the risk mitigating features built into our programs, and the independent board oversight of our programs, the compensation committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the company as a whole.
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Executive compensation
Tax deductibility considerations
Section 162(m) of the Internal Revenue Code generally disallows public companies to take a tax deduction for U.S. federal income tax purposes for compensation in excess of $1 million paid in a year to a "covered" employee. Once an individual has been determined to be a covered employee, the deduction limitation applies indefinitely.
In approving the amount and form of compensation for our named executive officers, the compensation committee considers all elements of the cost of providing such compensation, including the potential impact of Section 162(m) in the future. However, the compensation committee believes that our stockholders’ interests are best served by retaining flexibility to award compensation that may result in non-deductible compensation expense. Therefore, the compensation committee has the discretion to pay compensation that is not deductible by virtue of the deduction limit of Section 162(m).
Accounting considerations
In approving the amount and form of compensation for our named executive officers, 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 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.
Compensation committee report
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on their review and discussion, the compensation committee has recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the company’s 2023 annual report on Form 10-K.
Members of the Compensation Committee
Leslie Kilgore
(chair)
Gokul Rajaram
Andrea Wishom
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Executive compensation
Compensation tables
Summary compensation
The following table shows the compensation awarded or paid to, or earned by, our named executive officers for 2023, 2022 and 2021, as applicable, in accordance with the SEC’s rules for public companies.
|
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 | |||||||||||||||||||||||||
(1)
In accordance with SEC rules, we have omitted 2022 and 2021 compensation for Ms. Donnelly, Ms. Ellis, and Mr. Ducard and 2021 compensation for Mr. Ready and Ms. Walcott since they were not serving as executive officers during such years.
(2)
Unless otherwise noted, reported amounts represent the aggregate grant date fair value of RSAs and RSUs granted during the years shown, as computed in accordance with FASB ASC Topic 718. See "Note 9 to the Consolidated Financial Statements" included in our 2023 annual report on Form 10-K filed with the SEC on February 8, 2024 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.
(3)
Reported amounts represent the aggregate grant date fair value of options granted during the years shown, as computed in accordance with FASB ASC Topic 718. See "Note 9 to the Consolidated Financial Statements" included in our 2023 annual report on Form 10-K filed with the SEC on February 8, 2024 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.
(4)
Reflects matching 401(k) contributions unless otherwise noted.
(5)
Represents reimbursement of legal fees incurred in connection with Mr. Ready's employment agreement.
(6)
Represents (i) a one-time bonus of $500,000 as an advance to be earned pro-rata over the course of Ms. Donnelly's first year of employment and (ii) a one-time bonus of $500,000 as an advance to be earned pro-rata over the twelve months following September 2023. If Ms. Donnelly quits or her employment is terminated for cause (i) within twelve months of her start date for the first portion of the bonus or (ii) within twelve months from the date of the additional bonus in September 2023, Ms. Donnelly is required to pay back a portion of the bonus prorated to the number of full months that she was employed.
(7)
Represents reimbursement of relocation assistance fees of $206,420 incurred in connection with Ms. Donnelly's employment agreement and matching 401(k) contributions. If Ms. Donnelly quits or her employment is terminated for cause within twelve months of her start date, Ms. Donnelly is required to pay back 100% of the relocation assistance fees within 30-days of separation.
(8)
In connection with Mr. Morgenfeld's resignation from his position as the Chief Financial Officer and Head of Business Operations, effective as of July 1,2023, the compensation committee approved an acceleration of vesting of 384,615 RSAs held by Mr. Morgenfeld. The reported amount represents the aggregate incremental fair value of his modified RSAs as computed in accordance with FASB ASC Topic 718 and does not reflect a new equity grant.
(9)
Represents cash severance paid to Mr. Morgenfeld of $465,753 in connection with his resignation from the company and matching 401(k) contributions.
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(10)
The compensation committee approved an amended and restated executive severance and change in control agreement (the “Amended and Restated Severance Agreement”) on December 15, 2021, which resulted in a modification of outstanding RSU and RSA awards held by Mr. Morgenfeld. The amount represents the aggregate incremental fair value of his modified awards as computed in accordance with FASB ASC Topic 718 and does not reflect a new equity grant. See “Potential Payments upon Termination or Change in Control” below for additional details.
(11)
Represents a one-time bonus as an advance that is to be earned pro-rata over the course of Ms. Walcott’s second year of employment. If Ms. Walcott quits or her employment is terminated for cause within twelve months of her one year anniversary date, she is required to pay back a portion of the bonus prorated to the number of full months that she was employed between the one year anniversary of the start of her employment and her termination date.
(12)
Represents a one-time bonus as an advance that is to be earned pro-rata over the course of Ms. Walcott’s first year of employment. If Ms. Walcott had quit or her employment had terminated for cause within twelve months of her start date, she would have been required to pay back a portion of the bonus prorated to the number of full months that she was employed.
Grants of plan-based awards
The following table shows certain information regarding grants of plan-based awards to our named executive officers in 2023.
|
2023 Grants of plan-based awards table
|
||
| Name | Grant Date |
All Other Stock Awards: Number of Shares
of Stock or Units
(#)
|
Grant Date Fair Value
of Stock Awards
($)
|
||||||||||||||
|
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 | |||||||||||||
(1)
The RSUs granted to Ms. Donnelly began vesting on June 20, 2023, and 12.5% of the total number of shares subject to the award vests on each three-month anniversary thereafter, subject to Ms. Donnelly’s continued service through each vesting date.
(2)
Represents the aggregate incremental fair value of Mr. Morgenfeld’s RSAs modified in connection with his resignation from the company and does not reflect a new equity grant as described in footnote 8 of the 2023 Summary Compensation Table above.
(3)
The RSUs granted to Mr. Ducard began vesting on June 20, 2023, and 25% of the total number of shares subject to the award vests nine months from the vesting commencement date, and 25% of the total number of shares vests on each three-month anniversary thereafter, subject to Mr. Ducard’s continued service through each vesting date.
(4)
The RSUs granted to Ms. Ellis began vesting on May 20, 2023, and 12.5% of the total number of shares subject to the award vests on each three-month anniversary thereafter, subject to Ms. Ellis’ continued service through each vesting date.
(5)
The RSUs granted to Ms. Walcott began vesting on November 20, 2022, and 12.5% of the total number of shares subject to the award vests on each three-month anniversary thereafter, subject to Ms. Walcott’s continued service through each vesting date.
Outstanding equity awards
The following table shows certain information with respect to the outstanding equity awards held by our named executive officers as of December 31, 2023. 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 named executive officers, see “Potential Payments upon Termination or Change in Control” below. In connection with Mr. Morgenfeld's departure from the company on July 1, 2023, vesting was accelerated all of his then outstanding and unvested equity awards.
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Executive compensation
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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 | ||||||||||||||||||||||
(1)
All of the outstanding equity awards reported in this table were granted under the 2019 Omnibus Incentive Plan. Options and RSUs 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)
The schedule associated with the service-based vesting condition varies for each grant of RSUs and RSAs as described below and is subject to the recipient’s continued service with the company through each such vesting date.
(3)
Based on the closing price of our Class A common stock of $37.04 per share as of December 29, 2023, the last trading day of the year.
(4)
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 at the end of each three-month period during the four-year period commencing on July 20, 2022 and ending on July 20, 2026.
(5)
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 award provides that the service-based vesting condition will be satisfied for 6.25% of the total number of RSAs at the end of each three-month period during the four-year period commencing on July 20, 2022 and ending on July 20, 2026, subject to Mr. Ready's continuing to hold the Investment Shares through each vesting date.
(6)
The award provides that the service-based vesting condition will be satisfied for 12.5% of the total number of RSUs at the end of each three-month period during the two-year period commencing on June 20, 2023 and ending on June 20, 2025.
(7)
The award provides that the service-based vesting condition will be satisfied for 11.1% of the total number of RSAs at the end of each three-month period during the twenty-seven-month period commencing on November 20, 2021 and ending on February 20, 2024.
(8)
The award provides that the service-based vesting condition will be satisfied for 20% of the total number of RSAs at the end of each three-month period during the fifteen-month period commencing on December 20, 2022 and ending on March 20, 2024.
(9)
The award provides that the service-based vesting condition will be satisfied for (i) 25% of the total number of RSUs on March 20, 2024 and (ii) 25% of the total number of RSUs at the end of each three-month period during the nine-month period commencing on March 20, 2024 and ending December 20, 2024.
(10)
The award provides that the service-based vesting condition will be satisfied for 12.5% of the total number of RSUs at the end of each three-month period during the two-year period commencing on May 20, 2023 and ending on May 20, 2025.
(11)
The award provides that the service-based vesting condition will be satisfied for 12.5% of the total number of RSUs at the end of each three-month period during the two-year period commencing on November 20, 2022 and ending on November 20, 2024.
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||||
Executive compensation
Option exercises and stock vested
The following table shows information regarding the number and value of shares of common stock acquired during
2023
by our named executive officers from the vesting of RSUs and RSAs. There were no stock options exercised during fiscal
2023
.
|
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 | ||||||
(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
The company and Bill Ready entered into an executive severance and change in control agreement on June 23, 2022, in connection with his appointment as Chief Executive Officer. In September 2023, the company adopted a Severance Plan (the “Severance Plan”) that applies to the other NEOs.
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.
Certain terminations not involving a change in control
In the event of a termination of employment without "cause" that is not in connection with a "change in control" of the company, the NEOs would receive a lump sum cash payment equal to a maximum of 24 months of base salary and 24 months of health benefits continuation (which period is reduced by one month for each month of service with us up to a maximum reduction of 12 months). Mr. Ready would also be eligible to receive such severance payments and benefits upon his resignation for “good reason” (as such term is defined in Mr. Ready’s agreement) not in connection with a change in control.
Additionally, upon such a termination of employment without “cause” (as such term is defined in the applicable NEO’s agreement or the Severance Plan, as applicable), each NEO, will vest in the portion of each outstanding equity award that would otherwise have vested during the 24-month period following such termination (which period is reduced by one month for each month of service with us up to a maximum reduction of 12 months).
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Executive compensation
Involuntary termination involving a change in control
In the event of a termination of employment without cause or a resignation for "good reason", in each case, on or within one year following a "change in control" of the company, the NEOs would receive a lump sum cash payment equal to a maximum of 24 months of base salary and 24 months of health benefits continuation (which period is reduced by one month for each month of service with us up to a maximum reduction of 12 months).
To the extent that any such termination of service occurs within 90 days prior to, or 12 months following a “change in control” of the company (as such term is defined in the applicable NEO’s agreement or the Severance Plan, as applicable), each NEO will fully vest in all outstanding equity awards and also receive 24 months of health benefits continuation (which period is reduced by one month for each month of service up to a maximum reduction of 12 months). Separately, in the event that a named executive officer’s equity awards are not assumed, substituted or otherwise continued or replaced with similar equity awards upon a change in control of the company, such awards will vest in full regardless of whether the NEO terminates employment.
These payments and acceleration of vesting are subject to a “best net after-tax” provision to reduce the amounts paid in the event that they would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the Internal Revenue Code.
Estimated payments as of December 31, 2023
The following table presents the estimated payments that each of our named executive officers would have been entitled to receive under these agreements and the Severance Plan assuming that a termination of employment and, where applicable, a change in control of the company had occurred as of December 31, 2023, and based on the closing price per share of our Class A common stock on the last trading day of the year. Amounts actually received if any of the named executive officers cease to be employed will vary based on factors such as the timing during the year of any such event, the company’s stock price, and any changes to our benefit arrangements and policies. Amounts shown do not include: (i) benefits earned during the term of the named executive officer’s employment that are available to all benefit-eligible salaried employees; and (ii) the value of vested equity awards that the named executive officer is entitled to regardless of whether employment is terminated.
|
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 | |||||||||
(1)
Reported amounts are based on the 2023 base salary of each named executive officer and include the estimated cost of health insurance continuation coverage (paid in lump sum if the NEO elects such coverage) and the severance period specified in the applicable Executive Severance Change in Control Agreement.
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|
||||
Executive compensation
(2)
Reported amounts are based on (i) in the event of a termination of employment without cause, the number of unvested RSUs, RSAs and stock options, as applicable, scheduled to vest within the following 12 months and (ii) in the event of a "double trigger" termination of employment, the total number of unvested RSUs and RSAs, as applicable, as of the end of the last fiscal year, in each case, multiplied by $37.04, the closing price per share of our Class A common stock on the last trading day of the year and the total number of unvested stock options as of the end of the last fiscal year multiplied by the closing price per share of our Class A common stock on the last trading day of the year minus the exercise price of the award. The value set forth in the event of a double trigger termination of employment is the same value that would apply in the event of a change in control of the company where the awards are not assumed or substituted (as described above).
Mr. Morgenfeld resigned from the company effective July 1, 2023. In connection with Mr. Morgenfeld’s departure, and in exchange for a general release of claims and his assistance with the transition and subject to his compliance with certain restrictive covenants, he was eligible to receive (i) a cash payment of $400,000 equal to 12 months of base salary, (ii) acceleration of 384,615 RSAs (valued at $7,456,243 based on the closing price per share of our Class A common stock on February 1, 2023, the last trading day before Mr. Morgenfeld's resignation), and (iii) certain other benefits, primarily consisting of a cash payment of
$32,421
equivalent to the value of health care benefits for 12 months.
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, 2023
.
|
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 | ||||
(1)
Our median employee's cash compensation is paid in Euros and has been converted to U.S. dollars using the average exchange rate for the month of December 2023 of €1 to $1.10.
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, 2023. 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, 2023 through December 31, 2023, 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 2023.
Using the methodology described above, the median employee we identified is a full-time employee based in Germany. We calculated the annual total compensation for the median employee using the same methodology used to report the annual total compensation of our named executive officers in the "2023 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
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. However, the company did not formally use any specific financial performance measures in setting NEOs' executive compensation during the periods presented below.
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.
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Pinterest 2024 Proxy Statement
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49
|
||||
Executive compensation
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
| 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 |
|
|
|
|
|
|
|
|
(
|
||||||||||||||||||||
(1)
The dollar amounts reported represent (i) the total compensation reported in our Summary Compensation Table above for our first PEO and second PEO and (ii) the average total compensation paid of our non-PEO NEOs for the covered fiscal years. For the years reported in the table,
Benjamin Silbermann
was our first PEO from January 2020 to July 2022, and
Bill Ready
was our second PEO from July 2022 to December 2023.
(2)
The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation reported in our Summary Compensation Table to determine the compensation actually paid for our first and second PEO and the average total compensation paid of our non-
PEO NEOs:
| 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 |
|
|
|
|
||||||||||
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the covered fiscal year.
(b)
Equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for
|
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|
Pinterest 2024 Proxy Statement
|
||||
Executive compensation
awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| 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 |
|
|
|
|
(
|
|
|
||||||||||||||||
(3)
The non-PEO NEOs represent the following individuals for each of the fiscal years shown:
| 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 | ||||
(4)
The company and peer group total stockholder return (''TSR") assumed an initial investment of $100 on December 31, 2019. The peer group used for purposes of this table is the compensation peer group set forth in "—Compensation Discussion and Analysis—Competitive positioning" of our proxy statement. For 2023, Coinbase, Match Group, Qualtrics International and SoFi Technologies were added to the peer group and Activision, Adobe, Airbnb, Intuit and ServiceNow were removed from the 2022 peer group using the same criteria we used to establish the compensation peer group in "—Compensation Discussion and Analysis—Competitive positioning" of our proxy statement.
(5)
The dollar amounts reported represent net income (loss) in our "Notes to consolidated financial statements" included in our annual report on Form 10-K for the applicable year.
|
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51
|
||||
Executive compensation
Performance discussion
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs and the average of Compensation Actually Paid to our other NEOs to (i) the company’s cumulative TSR and peer group TSR and (ii) net income over the four most recently completed fiscal years.
Compensation Actually Paid Versus Company TSR
Compensation Actually Paid Versus Company Net Income
|
52
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Pinterest 2024 Proxy Statement
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||||
Executive compensation
Equity compensation plan information
The following table provides information as of December 31, 2023, with respect to the shares of our common stock that may be issued under our 2009 Stock Plan and 2019 Omnibus Incentive Plan.
| Plan Category |
Securities to be Issued upon
Exercise of Outstanding Options, Warrants and Rights (#) |
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights ($) |
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 |
— | — | — | |||||||||||||||||
(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 312 shares of Class A common stock and 466,668 shares of Class B common stock issuable upon vesting of RSUs awarded under our 2009 Stock Plan and 3,854,748 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 of directors. 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 of directors, after the death or permanent incapacity of Mr. Silbermann. Includes 43,709,052 shares of Class A common stock issuable upon vesting of RSUs and 923,130 shares of Class A common stock issuable upon vesting of RSAs awarded under our 2019 Omnibus Incentive Plan as well as 9,189,065 shares of Class A common stock issuable upon exercise of outstanding options granted under our 2019 Omnibus Incentive Plan.
(3)
Excludes RSAs and RSUs as they have no exercise price.
(4)
Reflects shares available for future issuance under the 2019 Omnibus Incentive Plan (excluding shares underlying outstanding awards).
|
Pinterest 2024 Proxy Statement
|
53
|
||||
Audit matters
|
Proposal 3
Ratification of selection of
independent auditor |
||
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, 2024. 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.
|
The board recommends a vote
FOR
the ratification
of Ernst Young LLP |
||
Principal accountant fees and services
The following table represents aggregate fees for EY services for the years ended December 31, 2023 and 2022 (in thousands):
| 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 | ||||||
(1)
Consist of fees for services rendered in connection with the annual audit of our consolidated financial statements and audit of internal control over financial reporting, reviews of our quarterly condensed consolidated financial statements, services provided in connection with statutory and regulatory filings, and consultations on accounting matters directly related to the audit.
(2)
There were no audit-related fees for the years ended December 31, 2023 and 2022.
(3)
Consist of fees for services rendered for tax compliance, tax advice and tax planning.
(4)
Consist of fees for all other services not included in the categories set forth above.
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Audit matters
Pre-approval policies and procedures
It is the policy of the audit committee to pre-approve, typically near the beginning of each fiscal year, all audit and permissible non-audit services to be provided by the independent auditor during that fiscal year. The audit committee also may pre-approve particular services during the fiscal year on a case-by-case basis. The audit committee has delegated to the chair of the audit committee the authority to pre-approve such specific services on a case-by-case basis for which the aggregated estimated fees do not exceed $200,000. The audit committee or its chair, as applicable, considers whether the provision of any non-audit services is compatible with maintaining the independence of our independent auditor and solicits the input of management and the independent auditor on this issue. The audit committee pre-approved all of the services reported in the table above, pursuant to the policies and procedures described above, and the audit committee determined that all non-audit services provided to the company by EY were compatible with the maintenance of EY’s independence in the conduct of its auditing functions.
Audit committee report
The audit committee has reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2023. The audit committee has discussed with EY, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee has also received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the firm’s communications with the audit committee concerning independence and has discussed with EY the firm’s independence. Based on the foregoing, the audit committee has recommended to the board that the audited financial statements be included in our 2023 annual report on Form 10-K.
Members of the Audit Committee
Scott Schenkel
(chair)
Fredric Reynolds
Salaam Coleman Smith
Marc Steinberg
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Security ownership of certain beneficial owners and management
The following table sets forth certain information regarding the beneficial ownership of our Class A common stock and Class B common stock as of March 31, 2024, by: (i) each director and nominee for director; (ii) each NEO; (iii) all current executive officers and directors as a group; and (iv) each person or group known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock. We have determined beneficial ownership in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote (or direct the voting) or to dispose (or direct the disposition) of such securities or has the right to acquire these powers within 60 days. Unless otherwise indicated, and subject to community property laws where applicable, based on the information available to us, the company believes that each of the stockholders named in the table has sole voting and investment power over the reported shares. Unless otherwise indicated, the address for each stockholder is c/o Pinterest at the company’s address set forth on page
60
of this Proxy Statement.
Applicable percentages are based on
598,867,138
shares of Class A common stock and 83,714,227 shares of Class B common stock outstanding as of March 31, 2024, adjusted as required by SEC rules. We have deemed shares of our Class A common stock and of our Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2024, to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person only. We have deemed shares of our Class A common stock and of our Class B common stock subject to RSUs that are expected to become vested within 60 days of March 31, 2024, to be outstanding and to be beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of that person only.
The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-
for-
share basis, such that each holder of Class B common stock beneficially owns an equivalent number of shares of Class A common stock. Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class, with each share of our Class A common stock entitled to one vote per share and each share of our Class B common stock entitled to 20 votes per share. The holders of our Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may be otherwise required by law or our certificate of incorporation.
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Security ownership of certain beneficial owners and management
The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
|
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 | |||||||||||||||
* Represents beneficial ownership or voting power of less than one percent
(1)
Includes (i) 1,120,757 shares of Class B common stock held by Mr. Silbermann; (ii) 37,736,888 shares of Class B common stock held by Benjamin W. Silbermann and Divya Silbermann, as trustees of the Benjamin and Divya Silbermann Family Trust (the “Trust”); and, (iii) 116,667 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024. Mr. Silbermann and Ms. Silbermann have sole voting and dispositive power over the shares held by the Trust and may therefore be deemed to beneficially own such shares. Does not include 9,212,530 shares of Class B common stock held by an LLC that is owned by a trust, the beneficiaries of which include certain of Mr. Silbermann’s immediate family members. Mr. Silbermann does not have dispositive power or voting power over the shares held by the LLC and, as a result, Mr. Silbermann is deemed not to be a beneficial owner of the shares held by the LLC and such shares are not included in the table.
(2)
Includes (i) 332,156 shares of Class B common stock held by Mr. Sharp; (ii) 1,756,336 shares of Class B common stock issuable upon exercise of outstanding stock options held by Evan Sharp; (iii) 267,127 shares of Class B common stock held by Evan Christina Sharp Revocable Trust; (iv) 199,341 shares of Class B common stock held by Evan Christina Sharp Irrevocable Remainder Trust; (v) 271,532 shares of Class B common stock held by The Sharp Family Investments LLC Fund 1; (vi) 156,267 shares of Class B common stock held by The Sharp Family Investments LLC Fund 2; (vii) 44,042 shares of Class B common stock held by The Sharp Family Investments LLC Fund 3; and, (viii) 116,667 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024.
(3)
Includes (i) 414,114 shares of Class A common stock held by Mr. Ready; (ii) 584,112 shares of restricted Class A common stock that remain subject to vesting; (iii) 2,672,866 shares of Class A common stock issuable upon exercise of outstanding stock options held by Bill Ready; and (iv) 534,573 shares of Class A common stock issuable upon exercise of outstanding stock options that will vest within 60 days of March 31, 2024. Mr. Ready also holds 4,811,160 outstanding stock options for which Mr. Ready does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
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Security ownership of certain beneficial owners and management
(4)
Ms. Donnelly holds 327,358 unvested RSUs for which Ms. Donnelly does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
(5)
Based on Mr. Morgenfeld’s latest Form 4 filing, which was filed with the SEC on August 7, 2023. Mr. Morgenfeld departed from the company effective July 1, 2023.
(6)
Includes
(i) 269,107 shares of Class A comm
on stock held by Mr. Ducard. Mr. Ducard also holds
113,336 unvested RSUs fo
r which Mr. Ducard does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
(7)
Includes (i) 47,240 shares of Class A common stock held by Ms. Ellis; and (ii) 90,653 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024. Ms. Ellis also holds 362,611 unvested RSUs for which Ms. Ellis does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
(8)
Includes (i) 59,850 shares of Class A common stock held by Ms. Walcott; and (ii) 41,981 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024. Ms. Walcott also holds 83,964 unvested RSUs for which Ms. Walcott does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
(9)
Includes (i) 39,805 shares of Class A common stock held by Mr. Jordan; (ii) 54,215 shares of Class A common stock held by Jordan Family Revocable Trust; and (iii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024.
(10)
Includes (i) 16,694 shares of Class A common stock held by Ms. Kilgore; (ii) 36,786 shares of Class A common stock held by the JLK Family Legacy Trust, of which Ms. Kilgore is a trustee; (iii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024; and (iv) 6,838 shares of Class B common stock.
(11)
Includes (i) 1,190,224 shares of Class A common stock held by Mr. Levine; and (ii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024.
(12)
Includes
(i) 22,850 shares of Class A c
ommon stock held by Mr. Rajaram; (ii) 3,957 shares of Class A common stock held by Gokul Rajaram Tamara Lucero-Rajaram Trustees Rajaram Family Revocable Trust, of which Mr. Rajaram is a Trustee; and (iii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024.
(13)
Includes (i) 79,805 shares of Class A common stock held by Mr. Reynolds; (ii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024; and (iii) 100,000 shares of Class B common stock.
(14)
Mr. Schenkel holds 15,558 unvested RSUs for which he does not have the right to acquire beneficial ownership of the Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
(15)
Includes (i) 23,479 of Class A common stock held by Ms. Coleman; and, (ii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024.
(16)
Includes (i) 5,376 shares of Class A common stock held by Mr. Steinberg; and (ii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024. Mr. Steinberg also holds 10,753 unvested RSUs for which he does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2024 and therefore are not included in the table.
(17)
Includes (i) 28,168 shares of Class A common stock held by Ms. Wishom; and (ii) 10,730 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024.
(18)
Consists of (i) 2,291,670 shares of Class A common stock owned directly and indirectly by our directors and executive officers; (ii) 40,234,948 shares of Class B common stock owned directly and indirectly by our directors and executive officers; (iii) 2,672,866 shares of Class A common stock issuable upon exercise of outstanding stock options; (iv) 534,573 shares of Class A common stock issuable to our executive officers and directors under outstanding stock options that will vest within 60 days of March 31, 2024; (v) 1,756,336 shares of Class B common stock issuable to our executive officers and directors under outstanding stock options; (vi) 233,334 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024; (vii) 218,474 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2024; and, (vi) 584,112 shares of restricted Class A common stock that remain subject to vesting. Excludes 913,580 unvested RSUs and 4,811,160 stock options held by our executive officers and directors for which such persons do not have the right to acquire beneficial ownership of the underlying shares of Class A common stock, in each case within 60 days of March 31, 2024.
(19)
Based on information provided to us by Paul Sciarra, includes (i) 26,291,139 shares of Class B Common Stock of the Issuer held by the Sciarra Management Trust, of which Paul Cahill Sciarra is trustee and, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the trust; and (ii) 7,815,476 shares of Class B Common Stock held by the PCS Remainder LLC, a limited liability company the sole member of which is PCS Remainder Trust. Mr. Sciarra, in his capacity as the protector of the PCS Remainder Trust, has the authority to remove and replace the trustee of this trust and as such may be deemed to have voting, investment and dispositive power over the shares held by this trust through the LLC. The address for U.S. Trust Company of Delaware, as agent for Sciarra Management Trust is 2951 Centerville Road, Suite 200, Wilmington, DE 19808. The address for the PCS Remainder LLC is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
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Security ownership of certain beneficial owners and management
(20)
Based on the Schedule 13G/A filed with the SEC by Blackrock, Inc. on January 29, 2024 reporting ownership of 36,051,756 shares of Class A common stock as of December 31, 2023, with sole voting power with respect to 31,427,245 shares and sole dispositive power with respect to 36,051,756 shares. The address of Blackrock, Inc. is 50 Hudson Yards, New York, New York, 10001
(21)
Based on the Schedule 13G/A filed with the SEC by The Vanguard Group on February 13, 2024 reporting ownership of 56,348,766 shares of Class A common stock as of December 29, 2023 with shared voting power with respect to 441,065 shares, sole dispositive power with respect to 54,992,039 shares and shared dispositive power with respect to 1,356,727 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
Delinquent section 16(a) reports
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of such securities. To our knowledge, based solely on a review of such reports filed with the SEC and written representations that no other reports were required during 2023, we believe that all required reports were timely filed, except that due to administrative errors the following reports were filed late: (i) a Form 4 to report a grant of RSUs to Andrea Acosta, (ii) a Form 4 to report a grant of RSUs to Christine Deputy, and (ii) a Form 4 to report shares withheld for accelerated vesting for Todd Morgenfeld.
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Other matters
Related party transactions
Policies and procedures
Pursuant to our written related party transaction policy, the audit committee has the primary responsibility for reviewing and approving (or, if advance approval is not feasible, ratifying) related party transactions. A related party includes our directors, executive officers, beneficial owners of more than 5% of our voting securities, or any member of the immediate family or person sharing the household with the foregoing persons. A related party transaction is a current or proposed transaction, arrangement or relationship in which our company was, is or will be a participant and the amount involved exceeds or is expected to exceed $120,000 in any fiscal year and in which any related party has, had or will have a direct or indirect material interest.
The audit committee, while reviewing a related party transaction for approval or ratification, will consider various factors, including the benefit of the transaction to us, the terms of the transaction and whether it is at arm’s-length and in the ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction. If advance approval of a related party transaction is not feasible, the chair of the audit committee may approve the transaction and such transaction may be ratified by the audit committee in accordance with our written policy.
Related party transactions
Since January 1, 2023, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.
In addition, from time to time, we do business with other companies, including advertisers, affiliated with certain holders of our capital stock. We also believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s-length basis.
Stockholder proposals for the 2025 annual meeting of stockholders
Proposals and director nominations to be included in our Proxy Statement
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our Proxy Statement and for consideration at our
2025
annual meeting of stockholders ("2025 annual meeting"). To be eligible, your proposal must be received by our Corporate Secretary at the company’s address: 651 Brannan Street, San Francisco, California 94107, no later than the close of business (6:00 p.m. Pacific Time) on December 11, 2024, and must otherwise comply with Rule 14a-8. While the board will consider stockholder proposals that we receive, we reserve the right to omit from our Proxy Statement stockholder proposals that do not satisfy applicable SEC rules.
In addition, our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) that have owned 3% or more of Pinterest’s outstanding shares continuously for at least three years to submit director nominees (the greater of two directors or up to 20% of our board) for inclusion in our proxy materials. To be considered for inclusion in our Proxy Statement and for consideration at our 2025 annual meeting, your director nomination must be received by our Corporate Secretary at the company’s address (see above) no later than the close of business (6:00 p.m. Pacific Time) on December 11,
2024, and no earlier than the close of business on November 11, 2024, assuming that the 2025 annual meeting of stockholders occurs within 30 days before or after the anniversary of the 2024 annual meeting.
In order to utilize these proxy access provisions, a stockholder or group of stockholders must also satisfy the additional eligibility, procedural, and disclosure requirements set forth in our bylaws. The submission of proxy access nomination does not guarantee its inclusion in our Proxy Statement, and we reserve the right to omit from our Proxy Statement any proxy access nomination that does not satisfy the applicable requirements.
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Other matters
Other proposals and director nominations to be presented at the 2025 annual meeting
Under our bylaws, in order to nominate a director or bring any other business before the stockholders at the
2025
annual meeting that will not be included in our Proxy Statement pursuant to Rule 14a-8 under the Exchange Act or the proxy access provisions of our bylaws, you must comply with the procedures and timing specifically described in the separate advance notice provisions of our bylaws (which includes information required under Rule 14a-19). Assuming that the
2025
annual meeting occurs within 30 days before or after the anniversary of the
2024
annual meeting, stockholders desiring to nominate a director or bring any other business before the stockholders at the
2025
annual meeting other than pursuant to Rule 14a-8 or our bylaws’ proxy access provisions must notify our Corporate Secretary in writing not earlier than the close of business on January 23,
2025
, and not later than the close of business on February 22,
2025
. Such notice must set forth certain information specified in our bylaws. Failure to comply with these and other applicable requirements may result in a nomination or proposal of other business being disregarded pursuant to our bylaws.
All stockholder proposals and nominations should be in writing and be submitted to the Corporate Secretary at the company’s address (see above) of this Proxy Statement. We advise you to review our bylaws, which set forth the requirements for the nomination of director candidates and the presentation of proposals by stockholders. Our bylaws can be found on our website at
https://investor.pinterestinc.com/governance/governance-documents,
or you may obtain a copy free of charge by contacting the Corporate Secretary at the company’s address on page
60
of this Proxy Statement.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.
Voting and annual meeting information
Meeting information
Why have these proxy materials been made available to me?
These materials are available in connection with the board’s solicitation of proxies to be voted at the annual meeting. The annual meeting is being held to elect three Class II directors to hold office until the 2027 annual meeting (Proposal 1), approve, in a non-binding advisory vote, the compensation of our named executive officers (Proposal 2), and ratify the selection of Ernst Young as our independent auditor for
2024
(Proposal 3). All stockholders who held shares of our common stock as of the close of business on the record date, March 27, 2024, are entitled to attend the annual meeting and to vote on the items of business outlined above. Whether or not you choose to attend the annual meeting, we urge you to vote your shares as soon as possible so that your shares are represented at the annual meeting.
This Proxy Statement is furnished in connection with the solicitation of your proxy by our board to vote at the annual meeting, including at any adjournments or postponements of the annual meeting. This Proxy Statement contains information to be voted on at the annual meeting and certain other information required by SEC rules. In accordance with SEC rules, we are making our proxy materials available at www.proxyvote.com with an option to request a printed set be mailed to you. 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. This notice contains instructions for viewing the proxy materials and voting online and requesting a printed set of proxy materials.
How can I attend the meeting?
The annual meeting will be held exclusively online at
www.virtualshareholdermeeting.com/PINS2024
on Thursday, May 23, 2024, at 8:00 a.m. Pacific Time. We invite all Pinterest stockholders as of the record date to attend the annual meeting. Through the virtual annual meeting format, you will be able to participate in the annual meeting online, vote your shares electronically and submit questions. We encourage you to access the annual meeting prior to the start time, and you should allow ample time to log in to the annual meeting webcast and test your computer audio system.
Stockholders of record as of the record date are entitled to participate in the annual meeting. To log in to the annual meeting, stockholders of record should go to the meeting website, enter the 16-digit control number included on your notice of internet availability of proxy materials or proxy card, and follow the instructions on the website.
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Other matters
If your shares are held in street name and your voting instruction form or notice of internet availability of proxy materials indicates that you may vote those shares through www.proxyvote.com, then you may access and participate in the annual meeting with the 16-digit access code indicated on that voting instruction form or notice of internet availability of proxy materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend and participate in the annual meeting.
Why a virtual meeting?
We have adopted a virtual format to provide a consistent experience to all stockholders regardless of location, expand stockholder access to the annual meeting, achieve cost savings for stockholders and Pinterest, and reduce the environmental impact of the annual meeting. Hosting a virtual annual meeting enables increased stockholder attendance and participation since stockholders can participate from any geographic location with internet connectivity. We have structured the virtual format so that it offers the same participation opportunities that would be provided at an in-person annual meeting. In particular:
•
You can submit questions in advance of and during the annual meeting
. Our question and answer session will include questions submitted both in advance of and live during the annual meeting. If you are a stockholder of record, or hold shares in street name and your voting instruction form or notice of internet availability of proxy materials indicates you may vote through www.proxyvote.com, you may submit a question in advance of the annual meeting at www.proxyvote.com or during the annual meeting at www.virtualshareholdermeeting. com/PINS2024, in each case by logging in with your 16-digit control number. We plan to answer as many questions during the annual meeting as time permits. Information regarding the types of questions permitted will be available in the meeting rules of conduct, which will be posted on the virtual meeting website during the meeting.
•
Tech support will be available to facilitate your access to the annual meeting
. We encourage you to access the annual meeting before it begins. Online check-in will start shortly before the annual meeting on May 23, 2024. We will have technicians available to assist you. If you have difficulty accessing the annual meeting please follow the instructions at the annual meeting website to connect with a technician via phone.
Following the annual meeting, for a period of one year, we will make available a replay of the entire annual meeting on our investor relations website https://investor.pinterestinc.com.
What constitutes a quorum?
A quorum of stockholders is necessary to transact business at the annual meeting. A quorum exists if the holders of at least a majority of the voting power of the issued and outstanding shares entitled to vote are represented at the annual meeting, either by attending and voting at the annual meeting or by proxy. Abstentions and broker non-votes, if any, will be counted in determining if there is a quorum. If there is no quorum, either the chairperson of the annual meeting or the holders of a majority of the voting power of the shares represented at the annual meeting may adjourn the annual meeting to another date.
Voting information
Who is eligible to vote?
Only stockholders of record at the close of business on the record date are entitled to vote at the annual meeting. As of the record date, there were 598,859,812 shares of Class A common stock and 83,714,255
shar
es of Class B common stock outstanding and entitled to vote.
How many votes per share do I have?
Our Class A common stock has one vote per share and our Class B common stock has twenty votes per share. Our Class A common stock and Class B common stock will vote together as a single class on all matters to be voted upon at the annual meeting.
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Other matters
How can I vote?
Your voting options depend on how you hold your shares. You may vote as follows if you are a stockholder of record as of the record date or if you hold your shares in street name and your voting instruction form or notice of internet availability of proxy materials indicates that you may vote these shares through
www.proxyvote.com:
•
At the annual meeting
, by following the log in procedures described above and completing the online form during the annual meeting.
•
Before the annual meeting
, online, by going to www.proxyvote.com and following the prompts.
Otherwise, stockholders who hold their shares in street name should follow the voting instructions received from their broker, bank or other agent. If you received a paper copy of the proxy materials, you may also vote by mail (by completing, signing and dating the enclosed proxy card or voting instruction card and returning it promptly in the envelope provided) or over the phone.
You can vote over the phone or online until 11:59 p.m. Eastern Time on the day before the annual meeting. If you vote by mail, your proxy or voting instruction card, as applicable, must be received by the day before the annual meeting. You may still attend and vote at the annual meeting even if you have already voted by proxy.
How can I change my vote?
You can revoke your proxy at any time before the final vote at the annual meeting. You can also change your vote by attending and voting at the annual meeting. Please note that simply attending the annual meeting will not, by itself, revoke your proxy. In addition:
•
If you are the beneficial owner, you can also change your vote or revoke your voting instruction by following the instructions provided by the broker, bank or other agent through which your shares are held.
•
If you are the stockholder of record, you can also change your vote or revoke your proxy by submitting a new proxy card that bears a later date, by submitting new proxy instructions over the phone or online or by sending a timely written notice that you are revoking your proxy to the Corporate Secretary at the company’s address (see page
60
of this Proxy Statement). Such notice will be considered timely if it is received by the day before the annual meeting.
Who will count the votes?
Votes will be tabulated by Broadridge Financial Solutions, Inc. (“Broadridge”), and the board has appointed Broadridge to serve as our independent inspector of election.
What if I am a record holder and I do not submit voting instructions?
If you complete and submit your proxy, the persons named as proxies will vote your shares in accordance with your instructions. If you submit a proxy but do not complete the voting instructions, the persons named as proxies will vote your shares in accordance with the board’s recommendations below. If you do not submit a proxy or vote at the annual meeting, your shares will not be voted.
What if I am a street-name holder and I do not submit voting instructions?
You may instruct your broker, bank or other agent on how to vote your shares by following the instructions they provided with the proxy materials. If you do not do so, your broker, bank or other agent may in some cases vote the shares in their discretion, but they are not permitted to vote on certain proposals and may elect not to vote on any of the proposals. Whether a broker, bank or other nominee has discretion to vote the shares on uninstructed matters is subject to NYSE rules and a final determination by NYSE. If you do not provide voting instructions and the broker, bank or other agent elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Therefore, you are encouraged to return your voting instructions so that your shares are voted at the annual meeting.
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Other matters
What vote is necessary to approve each proposal and what are the board’s recommendations?
The following table sets forth the voting requirements for each proposal being voted on at the annual meeting and the board’s recommendations.
| 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
|
||||||||||||
Each nominee has consented to be a candidate and to serve if elected. Although the board has no reason to believe that any nominee will be unavailable to serve as a director, if such an event should occur, the board may designate a substitute nominee or reduce the size of the board. If the board designates a substitute nominee, proxies will be voted for such substitute nominee(s).
What if other business comes before the annual meeting?
We do not expect any other business to properly come before the annual meeting; however, if any other business should properly come before the annual meeting, the persons named as proxies will vote your shares on such matters in accordance with their best judgment.
How can I find out the voting results?
We will announce the preliminary voting results at the annual meeting. Final voting results will be published on a Form 8-K that we expect to file with the SEC within four business days after the annual meeting.
Proxy material information
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a paper copy of the full set of proxy materials?
In accordance with SEC rules, and in order to expedite our stockholders’ receipt of proxy materials, lower Pinterest’s costs and reduce the environmental impact of the annual meeting, we are making our proxy materials available to stockholders primarily over the internet. As a result, we are mailing a notice of the internet availability of the proxy materials to our stockholders instead of a paper copy of the full set of proxy materials. As explained in the notice, you can view our proxy materials and vote online by visiting www.proxyvote.com and having available the 16-digit control number contained in your notice. If you received a notice, you will not receive a printed copy of the proxy materials unless you request one by following the instructions provided in the notice.
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Other matters
Who pays the cost of the proxy solicitation?
We will pay for the costs of soliciting proxies, including the preparation, assembly, printing and mailing of the proxy materials. In addition, our directors, officers and employees may also solicit proxies in person, by telephone, or by other means of communication, without additional compensation. We may also reimburse brokers, banks, fiduciaries, custodians and other institutions for their costs in forwarding the proxy materials to the street-name holders of our common stock.
What if I receive multiple notices or proxy or voting instruction cards?
If you received more than one notice of internet availability or proxy or voting instruction card, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the notices, cards or forms to ensure that all of your shares are voted.
How can I sign up to receive future proxy materials by e-mail?
We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of the annual meeting. To sign up for electronic delivery, please visit www.proxyvote.com. Also, if you are a beneficial owner, you may sign up for electronic delivery by contacting your bank, broker or other agent through which you hold your shares. Once you sign up, you will not receive a printed copy of the proxy materials unless you request them.
What is householding?
SEC rules permit us, with your permission, to send a single set of proxy materials, including the notice of internet availability, Proxy Statement and annual report, to any household at which two or more stockholders reside if we believe they are members of the same family. This rule is called “householding” and its purpose is to help reduce printing and mailing costs of proxy materials. To date, we have not instituted this procedure, but may do so in the future. A number of brokerage firms have instituted householding. If you and members of your household have multiple accounts holding shares of our common stock, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of the proxy materials or wish to revoke your decision to household or if you are receiving multiple copies of the proxy materials but wish to receive a single copy in the future. These options are available to you at any time. If you receive a single set of proxy materials as a result of householding by your broker and you would like to receive separate copies of the notice of internet availability, Proxy Statement or annual report, you may also submit a request to our Corporate Secretary by mail or phone at the company’s address or number (see page
60
of this Proxy Statement), and we will promptly send you the requested materials.
How can I get a paper copy of Pinterest’s annual report?
A copy of our 2023 annual report on Form 10-K is available without charge upon written request to the Corporate Secretary at the company’s address (see page
60
of this Proxy Statement).
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Appendix A - Information regarding Non-
GAAP financial measures
This Proxy Statement contains a non-GAAP measure of financial performance, Adjusted EBITDA.
To supplement our consolidated financial statements presented in accordance with GAAP, we consider Adjusted EBITDA, a financial measure which is not based on any standardized methodology prescribed by GAAP.
We define Adjusted EBITDA 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.
We use Adjusted EBITDA to evaluate our operating results and for financial and operational decision-making purposes. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that it excludes. We also believe Adjusted EBITDA provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key metrics we use for financial and operational decision-making. We are presenting Adjusted EBITDA to assist investors in seeing our operating results through the eyes of management and because we believe that this measure provides an additional tool for investors to use in comparing our core business operating results over multiple periods with other companies in our industry. However, our definition of Adjusted EBITDA may not be the same as similarly titled measures used by other companies.
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. For example, Adjusted EBITDA excludes:
•
certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible assets, although these assets may have to be replaced in the future; and
•
share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense and an important part of our compensation strategy.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands):
| 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 | ||||||||||||||
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Headquarters
651 Brannan Street
San Francisco, California 94107
(415) 762-7100
Investor Relations Website
investor.pinterestinc.com
TABLE OF CONTENTS
Letter from the CEOPerformance highlightsNotice of annual meeting of stockholdersProxy summaryElection of directorsProposal 1: Election of directorsOur board of directorsDirector selection and recruitmentDirector independenceCorporate governanceBoard structure and roleBoards roleBoard engagementESG impactOther governance practicesDirector compensation2023 Director compensation tableExecutive officersExecutive compensationProposal 2: Non-binding advisory vote on our named executive officers compensationCompensation discussion and analysisCompensation committee reportCompensation tables