pins-20240410

UNITED STATES
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. )


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
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☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Pinterest, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Our mission

Our mission is to bring everyone
the inspiration to create a life they love

Our core values

Our core values bring Pinterest to life

Because we aim to achieve our ambitious goal of inspiring the world, our everyday work is grounded in core values that reflect the beliefs and principles we cherish most. This includes doing right by our users, making big bets and taking smart risks, maintaining a high standard of excellence and innovation, collaborating closely, and creating a culture of belonging.

Letter from the CEO


						Dear fellow stockholders: At Pinterest, we are deeply committed to our mission to bring everyone the inspiration to create a life they love. I am thrilled to share with you the progress we’ve made in 2023 and our plans to double-down on our momentum. Our work has never been more important than it is today, as more users turn to Pinterest as a respite from the negativity and the toxicity from the broader social media ecosystem. It is our intention to make our platform a positive and inspiring place for everyone — especially young people — and we believe our efforts are paying off. Our results over the past year are proving that a business model focused on positivity can be successful. We had a transformative year in 2023. Despite macroeconomic challenges and uncertainty around the outlook for digital advertising, we rallied behind a strategy that works: growing users, deepening engagement, and improving monetization, which enabled us to grow through the downturn and achieve double-digit revenue growth in the back half of 2023. As a result, we achieved strong growth in 2023. Pinterest delivered $3 billion in full year revenue for the first time ever, up 9 percent year-over-year, with an all-time high of 498 million monthly active users as of the end of 2023, up 11 percent versus 2022. We have also continued to deepen user engagement by focusing our strategy on what makes Pinterest so beloved and unique: human curation at scale, and a personalized and relevant experience, powered by AI. 2023 was also our most productive year yet. We made Pinterest more shoppable while accelerating product velocity across our most important priorities, fueling our growth and laying the foundation for the future. The company is committed to our environmental, social and governance (“ESG”) goals with oversight from the Board’s Nominating and Corporate Governance Committee. We are pleased to be making progress in our ESG efforts by prioritizing the wellbeing of our employees, users, and the broader communities we serve. Last year, Pinterest was the founding signatory of the Inspired Internet Pledge – a call to action for tech companies and the broader industry to come together to make the internet a safer and healthier place for everyone. We have also invested $20 million to date in more than 60 organizations around the world that are working to advance youth mental health and emotional wellbeing. Our next ESG Impact Report, launching later this year, will provide additional information about our priorities and progress. As we enter into our fifth year as a public company, we are stronger and more efficient than ever before. We believe we are poised for continued growth and innovation and are executing on multiple compelling growth levers by focusing on product innovation to deepen monetization and margin expansion. With a seasoned and world-class management team, which includes several leaders who joined in 2023, I firmly believe our best days are yet to come. In closing, I’m grateful for our talented employees as well as our users, advertisers, partners and stockholders for their ongoing support and continued belief in our mission. It’s an exciting time, and I am confident that the future of Pinterest is brighter than ever. Sincerely, Bill Ready Chief Executive Officer

"As we enter into our fifth year as a public company, we are stronger and more efficient than ever before. We believe we are poised for continued growth and innovation and are executing on multiple compelling growth levers by focusing on product innovation to deepen monetization and margin expansion."


Pinterest 2024 Proxy Statement			1


2			Pinterest 2024 Proxy Statement

Performance highlights

Business and strategic highlights

Overview of 2023 results

Our key financial and operating results as of and for the year ended December 31, 2023, are as follows:

Monthly active users
(in millions)

Revenue
(in millions)

Revenue

$3,055M

Global Monthly active users (“MAUs”)(1)

498M

Average revenue per user ("ARPU")(2)

$6.44

Net income (loss)

$(36)M

Adjusted EBITDA(3)

$683M

Net income (loss)
(in millions)

Adjusted EBITDA
(in millions)

Average revenue per user

(1)We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs do not include Shuffles users unless they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the current period.

(2)We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur.

(3)We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest income (expense), net, other income (expense), net, provision for income taxes, restructuring charges and non-cash charitable contributions. See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.


Pinterest 2024 Proxy Statement			3

Table of contents


Letter from the CEO			1
Performance highlights			2
Notice of annual meeting of stockholders			5
Proxy summary			6

Election of directors			10
Proposal 1: Election of directors
Our board of directors			11
Director selection and recruitment			21
Director independence			22

Corporate governance			23
Board structure and role			23
Board’s role			25
Board engagement			27
ESG impact			27
Other governance practices			30

Director compensation			31
202 3 Director c ompensation t able			32

Executive officers			33

Executive compensation			34
Proposal 2: Non-binding advisory vote on our named executive officers’ compensation
Compensation discussion and analysis			35
Compensation committee report			43
Compensation tables			44


CEO pay ratio			49
Pay versus performance			49
Equity compensation plan information			53

Audit matters			54
Proposal 3: Ratification of selection of independent auditor
Principal accountant fees and services			54
Pre-approval policies and procedures			55
Audit committee report			55

Security ownership of certain beneficial owners and management			56
Delinquent section 16(a) reports			59

Other matters			60
Related party transactions			60
Stockholder proposals for the 202 5 annual meeting of stockholders			60
Voting and annual meeting information			61

Appendix A — Information regarding Non-GAAP financial measures			66

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.


4			Pinterest 2024 Proxy Statement

Notice of annual meeting
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

Proposals

Board Vote Recommendation

For Further Details

To elect the three Class II nominees for director named in the accompanying Proxy Statement to hold office until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.

“FOR” each director nominee

Page 10

To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).

“FOR”

Page 34

To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2024.

“FOR”

Page 54

We will also conduct any other business properly brought before the annual meeting.

These proposals, as well as instructions for accessing the virtual annual meeting, are more fully described in the accompanying Proxy Statement. The record date for the annual meeting is March 27, 2024. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof. We expect to begin mailing a notice of internet availability of proxy materials on or about April 10, 2024, to all stockholders of record entitled to vote at the annual meeting.

By Order of the Board of Directors

Wanji Walcott
Chief Legal & Business Affairs Officer and Corporate Secretary
San Francisco, California
April 10, 2024

Important notice regarding the availability of proxy materials for Pinterest’s 2024 annual meeting of stockholders: The notice, proxy statement and annual report are available at www.proxyvote.com.


Pinterest 2024 Proxy Statement			5

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

Date and Time

To Be Held Online at
8:00 a.m. Pacific Time on
Thursday, May 23, 2024

Location

www.virtualshareholdermeeting.com/PINS2024

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.	“FOR” each director nominee	Page 10


2	To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).	“FOR”	Page 34


3	To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2024.	“FOR”	Page 54


6			Pinterest 2024 Proxy Statement

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

Fredric Reynolds

Former EVP & CFO,
CBS Corporation

2017

Yes

Audit Committee*

Scott Schenkel

Former CFO & Interim CEO, eBay

2023

Yes

Audit Committee (chair)

Andrea Wishom

Lead Independent Director

President, Skywalker Holdings

2020

Yes

Compensation Committee**

Leslie Kilgore

Former Chief Marketing
Officer, Netflix

2019

Yes

Compensation
Committee (chair)

Bill Ready

Chief Executive
Officer, Pinterest

2022

None

Benjamin Silbermann

Co-Founder and non-Executive Chair, Pinterest

2008

None

Salaam Coleman Smith

Former EVP, ABC Family

2020

Yes

Audit Committee;
Governance Committee***

Jeffrey Jordan

Managing Partner,
Andreessen Horowitz

2011

Yes

Governance Committee

Jeremy Levine

Partner, Bessemer
Venture Partners

2011

Yes

Governance
Committee (chair)

Gokul Rajaram

Former Corporate Development and
Strategy Lead, DoorDash

2020

Yes

Compensation Committee

Marc Steinberg

Senior Portfolio
Manager, Elliott
Management Corporation

2022

Yes

Audit Committee

* 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.


Pinterest 2024 Proxy Statement			7

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:

Age

Independence

Tenure

Gender

Race/Ethnicity

Skills and experience

Jeffrey

Jordan

Leslie

Kilgore

Jeremy

Levine

Gokul

Rajaram

Bill

Ready

Frederic

Reynolds

Scott

Schenkel

Ben

Silbermann

Salaam

Coleman

Smith

Marc

Steinberg

Andrea

Wishom

Governance

Management

Technology or

Cybersecurity

Finance

Sales and

marketing

Global

companies

Media &

content

E-commerce

Other public

company board

Public company

CEO


8			Pinterest 2024 Proxy Statement

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			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

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.



What we do
fully independent compensation committee independent compensation consultant to the compensation committee annual review of the compensation program, best practices and market trends majority of executive compensation tied to stock value			annual review of succession plans for key officers “double trigger” termination required for vesting in equity in connection with change in control annual stockholder non-binding advisory vote on our compensation program (say-on-pay) clawback policy in the event of a financial restatement or misconduct minimum stock ownership requirement


What we don’t do
pension and executive retirement plans significant perquisites to executive officers supplemental executive benefits “single trigger” vesting in equity upon change in control			employee and director hedging and pledging of our equity securities tax gross-ups on change in control payments dividends or equivalents on unvested equity awards

For more information about our executive compensation practices and policies, see page 35 of this Proxy Statement.


Pinterest 2024 Proxy Statement			9

Election of directors



Proposal 1 Election of directors

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.



The board recommends a vote FOR each director nominee


10			Pinterest 2024 Proxy Statement

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


Pinterest 2024 Proxy Statement			11

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:


Governance Governance experience supports our emphasis on strong board and management accountability, transparency, protection of stockholder interests and long-term value creation.	Management Leadership and management experience enables our board to provide advice, guidance and assess the performance of our own management and workforce.	Technology or Cyber Security Experience in the technology sector is valuable to effectively oversee and understand our product strategy, and expertise in cybersecurity/privacy matters helps our board oversee these risks.	Finance Financial expertise provides our board with the financial acumen necessary to inform its oversight of our financial performance and reporting, internal controls and long-term strategic planning.

9 Directors	10 Directors	9 Directors	8 Directors


Sales & Marketing Experience in sales and marketing enables the directors to provide valuable advice and oversight over our ads business, sales and marketing activities and growth strategy.	Global Experience leading large, global companies and teams helps the directors to advise us on our international growth and expansion.	Media & Content Experience in the media industry and/or with content focused companies enables directors to meaningfully oversee long term strategy on content.	E-commerce Experience with e-commerce supports us in developing and strengthening the shopping initiatives on our platform.

5 Directors	10 Directors	8 Directors	8 Directors


Other Public Company Board Experience on other public company boards helps directors understand the operations of a public company and the applicable legal and regulatory risks.	Public Company CEO Experience as a public company CEO and expertise in public company dynamics helps our management team with strategy, performance, prioritization and leadership.

10 Directors	4 Directors


12			Pinterest 2024 Proxy Statement

Election of directors

Class II director nominees for election at the 2024 annual meeting of stockholders



Fredric Reynolds Former Executive Vice President and Chief Financial Officer, CBS Corporation Director since 2017


Fredric Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation, a mass media company, from 2006 to 2009. From 2001 to 2005, he served as President and Chief Executive Officer of Viacom Television Stations Group and as Executive Vice President and Chief Financial Officer of Viacom Inc., a mass media company, from 2000 to 2001. He also served as Executive Vice President and Chief Financial Officer of Westinghouse Electric Corporation, a predecessor of CBS Corporation. Prior to that, Mr. Reynolds held several positions at PepsiCo, a food and beverage corporation, for twelve years, including Chief Financial Officer or Financial Officer at Pizza Hut, Pepsi-Cola International, Kentucky Fried Chicken Worldwide and Frito-Lay. Mr. Reynolds served on the board of directors of Hess Corporation from 2013 to 2019, MGM Corporation from 2010 to 2022 and Mondelez International, Inc. from 2007 to 2022.			Our committees •Audit Committee (member) Other current public boards •RTX Corporation (formerly Raytheon Technologies) (lead director, member of governance and public policy committee and human capital and compensation committee) Education •Bachelor in Business Administration, University of Miami •Certified Public Accountant Relevant experience Extensive financial, leadership and media expertise, management experience in a broad range of companies and service on the board of public companies


Pinterest 2024 Proxy Statement			13

Election of directors



Scott Schenkel Former Interim Chief Executive Officer and Chief Financial Officer, eBay Inc. Director since 2023


Scott Schenkel has more than 30 years of global business and financial leadership expertise across e-commerce, healthcare, and technology businesses. As an operationally focused CFO, Mr. Schenkel’s experience spans company, business unit and functional leadership with extensive knowledge in financial planning, analytics, strategy, audit, mergers and acquisitions, acquisition integration, Six Sigma and process improvement. He most recently served as the Interim CEO of eBay Inc., a multinational e-commerce company, from September 2019 through April 2020 and its Senior Vice President and Chief Financial Officer, leading finance, analytics and information technology, as well as eBay’s Classifieds business unit from 2015 to 2019. Prior to the eBay CFO role, Mr. Schenkel spent six years as Senior Vice President and Chief Financial Officer of eBay Marketplace, where he was responsible for overseeing finance, analytics, strategy and innovation across the business. He joined eBay in 2007 as Vice President of Global Financial Planning and Analytics. Prior to eBay, Mr. Schenkel spent nearly 17 years at General Electric Company in a variety of financial leadership roles. Mr. Schenkel's last role at GE was the Chief Financial Officer of GE Healthcare Clinical Systems, a global healthcare equipment and clinical information technology solutions provider. In addition to his public company boards, Mr. Schenkel has served on the board of directors of Forter since early 2022. He also serves on the TCU Neeley School of Business Board of Advisors.			Our committees •Audit Committee (chair) Other current public boards •NetApp (chair of talent & compensation committee) Education •Bachelor of Science in Finance, Virginia Polytechnic Institute and State University's Pamplin College of Business Relevant experience Extensive financial, leadership and industry expertise, management experience in a broad range of companies and service on the board of public companies


14			Pinterest 2024 Proxy Statement

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



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

SEC Form DEF 14A filed by Pinterest Inc.