pins-20250408

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


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☑			Definitive Proxy Statement
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☐			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
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2025 Proxy Statement - Mission Values.jpg

Letter from the CEO


						Dear fellow stockholders: We have driven significant business transformation over the last 2.5 years—and our 2024 results demonstrate that our strategy is working. Our global users are at a record high, surpassing 550 million MAUs, and we more than doubled our full year revenue growth rate from 9% in 2023 to 19% in 2024. At the same time, we delivered $1.9 billion in net income and over one billion dollars in adjusted EBITDA, a roughly 50% increase, as we continue to drive profitable growth. Fueling these results is our steadfast commitment to our mission to bring everyone the inspiration to create a life they love. This mission is rooted in positivity, which we believe is Pinterest’s unique superpower in the world of social media and e-commerce. As online content has become increasingly divisive and often harmful, Pinterest is increasingly standing out as the oasis for those seeking inspiration, action and joy. Meanwhile, we have broadened and deepened our investment in and use of AI, which is integrated into nearly every aspect of our user experience and advertising business. We leverage AI and our unique first party signal to deliver a more personalized and relevant experience for our users. AI powers our recently launched lower funnel ad product suite, automating campaigns for advertisers, driving down costs, and ultimately delivering strong performance; while teams across Pinterest, from engineers to project managers, use AI to improve quality and productivity. Our mission and strategy, combined with a strong focus on execution, has made our platform more actionable and shoppable than ever before. People are coming to Pinterest more often and engaging more deeply, and advertisers are seeing results. We remain committed to our priorities around environmental, social and governance ("ESG") with oversight from the Board's Nominating and Corporate Governance Committee. With increasing concern about the impact of technology on youth mental health, we continue to prioritize user well-being. We exceeded our first-year commitments to 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. Through the Pinterest Impact Fund, we invested nearly $11 million in organizations around the world that are working to advance youth mental health, emotional wellbeing and community resilience. We further advanced the field by co-founding innovative partnerships, such as the Youth Mental Health Corps, to provide mental health resources and support to young people. Our next report on ESG matters, launching later this year, will provide additional information about our priorities and progress. As we reflect on 2024, I am incredibly proud of the progress we have made and see even more growth, innovation and impact ahead. I’m grateful to all of our employees, users, partners and stockholders for their support. I can’t wait to see what we will achieve together in the years to come. Sincerely, Bill Ready Chief Executive Officer

"As online content has become increasingly divisive and often harmful, Pinterest is increasingly standing out as the oasis for those seeking inspiration, action and joy."


Pinterest 2025 Proxy Statement			1


2			Pinterest 2025 Proxy Statement

Performance highlights

Business and strategic highlights

Overview of 2024 results

Our key financial and operating results as of and for the year ended December 31, 2024, are as follows:

Monthly active users
(in millions)

Revenue
(in millions)

Revenue

$3,646M

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

553M

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

$6.94

Net income

$1,862M

Adjusted EBITDA(3)

$1,032M

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 does 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, payroll tax expense related to share-based compensation, interest income (expense), net, other income (expense), net, provision for (benefit from) income taxes, and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. 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 2025 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
2024 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			45
Compensation tables			46


CEO pay ratio			52
Pay versus performance			52
Equity compensation plan information			57

Audit matters			58
Proposal 3: Ratification of selection of independent auditor
Principal accountant fees and services			58
Pre-approval policies and procedures			59
Audit committee report			59

Proposal 4: Approval of Amendment to Amended and Restated Certificate of Incorporation

Security ownership of certain beneficial owners and management			62
Delinquent section 16(a) reports			64

Other matters			65
Related party transactions			65
Stockholder proposals for the 2026 annual meeting of stockholders			65
Voting and annual meeting information			66

Appendix A — Information regarding Non-GAAP financial measure			71

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," "could," "would," "might," "continue," "intends," "plans," "targets," "strategy," "goals," "objectives," "forecasts," "potential," "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 or outcomes 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 our 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 the company, our investors or other stakeholders, or required to be disclosed in our filings, in each case under SEC reporting or any other laws or requirements that may apply to us.


4			Pinterest 2025 Proxy Statement

Notice of annual meeting
of stockholders

You are cordially invited to attend the 2025 annual meeting of stockholders ("annual meeting") on Thursday, May 22, 2025, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at www.virtualshareholdermeeting.com/PINS2025. 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 annual meeting by following the instructions under “Voting and annual meeting information.”

Voting items

Date and Time
Thursday, May 22, 2025, at 8:00 a.m. Pacific Time

Location
www.virtualshareholder meeting.com/PINS2025

Who Can Vote
Stockholders as of March 26, 2025 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 four Class III nominees for director named in the accompanying Proxy Statement to hold office until the 2028 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 2025.

“FOR”

Page 58

To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

“FOR”

Page 62

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 26, 2025. 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 9, 2025, 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 9, 2025

Important notice regarding the availability of proxy materials for Pinterest’s 2025 annual meeting of stockholders: The notice, proxy statement and annual report are available at www.proxyvote.com.


Pinterest 2025 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.

2025 annual meeting of stockholders

Date and Time

To Be Held Online at 8:00 a.m. Pacific Time on
Thursday, May 22, 2025

Location

www.virtualshareholdermeeting.com/PINS2025

This Proxy Statement is furnished in connection with the solicitation of your proxy by our board of directors (‘‘board’’) to vote at the 2025 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 9, 2025, 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 22, 2025 at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at www.virtualshareholdermeeting.com/PINS2025. 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 four Class III nominees for director named in the accompanying Proxy Statement to hold office until the 2028 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 2025.	“FOR”	Page 58


4	To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.	“FOR”	Page 62


6			Pinterest 2025 Proxy Statement

Proxy summary

Our board of directors

The following table provides summary information about each of our continuing directors, including the four nominees for election at the annual meeting.

Name

Principal Occupation

Age

Director
Since

Independent

Committee Memberships

Leslie Kilgore

Former Chief Marketing
Officer, Netflix

2019

Yes

Compensation
Committee (chair)*

Bill Ready

Chief Executive
Officer, Pinterest

2022

None

Benjamin Silbermann

Non-Executive Chair

Co-Founder and non-Executive Chair, Pinterest

2008

None

Salaam Coleman Smith

Former EVP, ABC Family

2020

Yes

Audit Committee**
Governance Committee***

Chip Bergh

Former President & CEO, Levi Strauss & Co.

2024

Yes

Governance

Committee (chair)1

Compensation Committee

Jeremy Levine

Partner, Bessemer
Venture Partners

2011

Yes

Governance Committee2

Gokul Rajaram

Former Corporate Development and
Strategy Lead, DoorDash

2020

Yes

Compensation Committee

Marc Steinberg

Partner, Elliott
Management Corporation

2022

Yes

Audit Committee

Fredric Reynolds

Former EVP & CFO,
CBS Corporation

2017

Yes

Audit Committee

Scott Schenkel

Chief Financial Officer, Expedia

2023

Yes

Audit Committee (chair)

Andrea Wishom

Lead Independent Director

President, Skywalker Holdings

2020

Yes

Compensation Committee

* Our talent development and compensation committee is referred to as "compensation committee" throughout this Proxy Statement.

** Our audit and risk committee is referred to as “audit committee” throughout this Proxy Statement.

*** Our nominating and corporate governance committee is referred to as “governance committee” throughout this Proxy Statement.

(1) Mr. Bergh assumed the position of governance committee chair effective April 1, 2025.

(2) Mr. Levine served as governance committee chair for the entirety of fiscal year 2024. Mr. Bergh succeeded Mr. Levine as chair effective April 1, 2025.


Pinterest 2025 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

Chip Bergh

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

For more information about our board members, see page 11 of this Proxy Statement.


8			Pinterest 2025 Proxy Statement

Proxy summary

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 7 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 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 stockholder value creation			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 or director hedging or 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 2025 Proxy Statement			9

Election of directors



Proposal 1 Election of directors

Our board is comprised of eleven 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, four Class III directors will stand for election for a three-year term (through the 2028 annual meeting of stockholders). Each director’s term continues until the election and qualification of their respective successor or until their office is otherwise vacated.

Each of the nominees standing for election at the annual meeting currently serves as a director. Three of the four director nominees, Leslie Kilgore, Benjamin Silbermann, and Salaam Coleman Smith, were most recently elected by our stockholders at the 2022 annual meeting of stockholders. In June 2022, our board appointed Bill Ready as a Class III director when he became our Chief Executive Officer.

Upon recommendation by our governance committee, the board has nominated each of them for election for a term of three years (through the 2028 annual meeting of stockholders) and until their respective successors have been duly elected and qualified, or until their office is otherwise vacated.



The board recommends a vote FOR each director nominee


10			Pinterest 2025 Proxy Statement

Election of directors

Our board of directors

Board composition

Our continuing board is composed of a diverse group of individuals, with a broad range of backgrounds, experience and skills relevant to our company. We believe that this provides us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution. Many of the directors have senior leadership experience at major U.S. and international companies. In these positions, they have also gained experience in areas such as management, financial planning, public company governance, sales and marketing, media and content, e-commerce, cyber security and international business. Many of our directors have experience serving on boards and board committees of other public companies and have an understanding of corporate governance practices and trends and different business processes, challenges and strategies. Further, our directors also have other experience that makes them valuable members of the board, including experience in established or growing technology companies.

Age

Independence

Tenure

Gender

Race/Ethnicity


Pinterest 2025 Proxy Statement			11

Election of directors

Board experience and expertise

The following reflects the experience and expertise of the members of our board, 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.

10 Directors	9 Directors	8 Directors	8 Directors


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

5 Directors	10 Directors	7 Directors	8 Directors


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

10 Directors	4 Directors


12			Pinterest 2025 Proxy Statement

Election of directors

Class III director nominees for election at 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, Medallia, Inc. from 2015 to 2021, and LinkedIn Corp. from 2010 to 2016.			Our committees •Compensation Committee (chair) Other current public boards •Netflix, Inc. (member of audit committee) Education •Master of Business Administration, Stanford University Graduate School of Business •Bachelor of Science, Wharton School of Business at the University of Pennsylvania Relevant experience Extensive experience as a marketing executive with internet retailers and consumer product companies and experience as a board member of public and private companies


Pinterest 2025 Proxy Statement			13

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


14			Pinterest 2025 Proxy Statement

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. 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


Pinterest 2025 Proxy Statement			15

Election of directors

Class I directors continuing in office until the 2026
annual meeting of stockholders



Chip Bergh Former President & Chief Executive Officer, Levi Strauss & Co. Director since 2024


Chip Bergh is currently a Senior Lecturer at Harvard Business School. Prior to this, he served as President and Chief Executive Officer and Director of Levi Strauss & Co., a global apparel company, from 2011 to 2024. Prior to joining Levi Strauss & Co., Mr. Bergh spent 28 years at Procter & Gamble (P&G) in roles of increasing scope and complexity in brand management, general management and executive leadership. In addition to his current public company board, Mr. Bergh previously served on the boards of VF Corporation and the Economic Development Board of Singapore.			Our committees •Governance Committee (chair) •Compensation Committee (member) Other current public boards •HP, Inc. (non-executive chair and member of the HR and compensation committee and the nominating, governance and social responsibility committee) Education •Bachelor of Arts in International Affairs, Lafayette College, Pennsylvania Relevant experience Extensive leadership experience as a former public company CEO as well as global, sales, marketing, e-commerce experience, and serving on public company boards



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 board, Mr. Levine previously served on the board of directors of other public companies, including Yelp. Mr. Levine currently serves on the board of directors of several private companies.			Our committees •Governance Committee (member) Other current public boards •Shopify, Inc. (member of nominating and corporate governance committee) Education •Bachelor of Science, Duke University Relevant experience Extensive experience with technology companies, serving on the boards of directors of public and private companies, and experience as a venture capitalist


16			Pinterest 2025 Proxy Statement

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 is Co-Founder of Marathon Management Partners and has served as Partner since January 2025. Previously, Mr. Rajaram served in various leadership roles at DoorDash, a food ordering service, from 2019 to 2024, most recently as Corporate Development and Strategy Lead. Previously, from 2013 to 2019, Mr. Rajaram served on the executive team of Block, Inc. previously named Square, Inc.) and led several product development teams, most recently as the lead for Caviar, a food delivery service. Prior to Block, Inc., Mr. Rajaram served as Product Director of Ads at Meta, Inc. (previously named Facebook, Inc.), a social media company. Prior to that, Mr. Rajaram was Product Management Director for Google AdSense, an online advertising product. Mr. Rajaram serves on two other public company boards - Coinbase and The Trade Desk - as well as a few late-stage private company boards.			Our committees •Compensation Committee (member) Other current public boards •The Trade Desk Inc. (member of compensation committee and audit committee) •Coinbase Global Inc. (chair of nominating and governance committee and member of compensation committee) Education •Master of Computer Science, University of Texas •Master of Business Administration, The Massachusetts Institute of Technology •Bachelor of Computer Science, Indian Institute of Technology, Kanpur Relevant experience Extensive experience with product development and as an officer and director of technology companies, including public companies



Marc Steinberg Partner, Elliott Management Corporation Director since 2022


Marc Steinberg is a Partner at Elliott Management Corporation, an investment management firm. He is responsible for public and private equity investments across a range of industries, including the technology, media and telecommunications sectors. In addition to his public company boards, Mr. Steinberg currently serves on the board of directors of several private companies, including, Nielsen, a global leader in audience insights, data and analytics, Syneos Health, a fully integrated biopharmaceutical solutions organization and Cubic, a technology-driven provider of solutions for public transit and defense applications. Prior to joining Elliott in 2015, Mr. Steinberg worked at investment bank Centerview Partners. Mr. Steinberg was appointed to our board pursuant to the cooperation agreement entered into by and among the company, Elliott Associates, L.P. and Elliott International L.P. A description and a copy of the cooperation agreement is available on the Form 8-K filed with the SEC on December 6, 2022.			Our committees •Audit Committee (member) Other current public boards •Etsy, Inc. (member of audit committee) Education •Bachelor of Arts in Economics, Harvard College Relevant experience Strong experience in financial management and industry expertise as a strategic advisor to technology companies


Pinterest 2025 Proxy Statement			17

Election of directors

Class II directors continuing in office until the 2027
annual meeting of stockholders



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


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


18			Pinterest 2025 Proxy Statement

Election of directors



Scott Schenkel Chief Financial Officer, Expedia Group Inc. Director since 2023


Scott Schenkel has served as the Chief Financial Officer for Expedia Group, Inc., an online travel company, since February 2025. Prior to joining Expedia, Mr. Schenkel served as the Interim CEO and as a director of eBay Inc., a multinational e-commerce company, from September 2019 through April 2020 and its Senior Vice President and Chief Financial Officer, leading finance, analytics and information technology, as well as eBay’s Classifieds business unit from 2015 to 2019. Prior to the eBay CFO role, Mr. Schenkel spent six years as Senior Vice President and Chief Financial Officer of eBay Marketplace, where he was responsible for overseeing finance, analytics, strategy and innovation across the business. He joined eBay in 2007 as Vice President of Global Financial Planning and Analytics. Prior to eBay, Mr. Schenkel spent nearly 17 years at General Electric Company in a variety of financial leadership roles. Mr. Schenkel's last role at GE was the Chief Financial Officer of GE Healthcare Clinical Systems, a global healthcare equipment and clinical information technology solutions provider. In addition to his public company boards, Mr. Schenkel has served on the board of directors of Forter since early 2022.			Our committees •Audit Committee (chair) Other current public boards •NetApp (chair of talent & compensation committee) Education •Bachelor of Science in Finance, Virginia Polytechnic Institute and State University's Pamplin College of Business Relevant experience Extensive financial, leadership and industry expertise, management experience in a broad range of companies and service on the board of public companies


Pinterest 2025 Proxy Statement			19

SEC Form DEF 14A filed by Pinterest Inc.