pins-20230412

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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☐			Preliminary Proxy Statement
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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
☐			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, In 2022, I joined Pinterest as CEO because I knew the enormous value we could deliver to users, advertisers and the world. Nine months into the job, my belief in the long-term potential and power of our company has only grown. At Pinterest, we are driven by our mission to bring everyone the inspiration to create a life they love. At a time when so much of the internet has become toxic and addictive, Pinterest is building a platform that is positive and productive—one where people can discover inspiring ideas, plan their futures, and shop with brands to make their plans a reality. Despite the macro-economic headwinds of the past year, I am very proud of our team for how they continued executing. In 2022, we made a number of investments to improve the user experience with more personalized content and deepen engagement. We also innovated for advertisers, creating better measurement tools, adding new formats and more seamless handoffs to merchant sites. These investments have started to pay off. Pinterest’s fiscal year 2022 revenue grew 9% year-over-year. And we returned to user growth, ending the year with 450 monthly active users, a 4% increase from the year before. To build on this progress, in 2023, we are intensely focused on four strategic priorities: (1) growing monetization and engagement per user, (2) integrating shopping into the core product experience, (3) improving operational rigor and margin expansion, and (4) strengthening our efforts as a positive and brand-safe platform. Advancing these goals will continue to improve the value we offer users and advertisers, and benefit shareholder value as well. In addition, we are stepping up our efforts beyond our product to drive positive change for our business and society. Our ESG Impact strategy includes efforts to nurture our employees, care for communities, take care of our planet and ensure governance and ethics are at the heart of everything we do as a business. I am proud of the momentum we are creating across our business. And I am even more excited about the opportunities 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 year ahead and beyond. Sincerely, Bill Ready Chief Executive Officer

“Despite the macro-economic headwinds of the past year, I am very proud of our team for how they continued executing. Pinterest’s fiscal year 2022 revenue grew 9% year-over-year. And we returned to user growth, ending the year with 450 monthly active users, a 4% increase from the year before. I am proud of the momentum we are creating across our business. And I am even more excited about the opportunities ahead.”


Pinterest 2023 Proxy Statement			1

Performance highlights



						Company overview Our mission is to bring everyone the inspiration to create a life they love. Pinterest is a visual discovery engine. It is where you find and do what you love. With Pinterest, you can discover useful and relevant ideas that inspire you to do and shop. Pinterest began as a tool to help people collect the things they were passionate about online. But it soon became apparent that the real joy was getting inspired by what other people shared and applying that inspiration to your own lives. Users, also referred to as Pinners, began using the platform to answer everyday questions like “What should I cook?” and “What should I wear?” They also used it for epic goals like getting a tattoo or building motorcycles. Whatever the interest, people have told us that life gets a little bit better when they can use these ideas to make more of their moments. Today, 450 million people come to the platform every month to explore and experience more than 240 billion ideas that have been saved. We’re proud to help people discover and do what they love. And the really exciting part is that we are just getting started. Our headquarters are in San Francisco, CA. We have over 3,900 employees in offices across the globe, including in United States, Ireland, Germany, United Kingdom, France, Brazil, Mexico, Japan, Canada, Spain, Italy, Singapore, Netherlands, Poland and Australia.


2			Pinterest 2023 Proxy Statement

Performance highlights

Business and strategic highlights

Overview of 2022 results

Our key financial and operating results as of and for the year ended December 31, 2022 are as follows:

Monthly active users
(in millions)

Revenue
(in millions)

Revenue

$2,803M

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

450M

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

$6.36

Net income (loss)

$(96)M

Adjusted EBITDA(3)

$442M

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. 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)Adjusted EBITDA is a non-GAAP financial measure. We define adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest and other (income) expense, net and provision for (benefit from) income taxes, 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 2023 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			17
Director independence			18

Corporate governance			19
Board structure and role			19
Board’s role			22
Board engagement			24
ESG i mpact			24
Other governance practices			27

Director compensation			28
2022 Director c ompensation t able			29

Executive officers			30

Executive compensation			32
Proposal 2: Advisory non-binding vote on our named executive officers’ compensation
Compensation discussion and analysis			33
Compensation committee report			41
Compensation tables			42


CEO pay ratio			48
Pay versus performance			48
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

S tockholder p roposals			56
Proposal 4

Proposal 5

Security ownership of certain beneficial owners and management			63
Delinquent section 16(a) reports			67

Other matters			68
Related party transactions			68
Certain legal matters			69
Stockholder proposals for the 2024 annual meeting of stockholders			69
Voting and annual meeting information			70

Appendix A — Information r egarding Non-GAAP f inancial m easures			75
Helpful resources

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, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. 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 “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” 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.


4			Pinterest 2023 Proxy Statement

Notice of annual meeting
of stockholders

You are cordially invited to attend the 2023 annual meeting of stockholders ("annual meeting") on Thursday, May 25, 2023, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at www.virtualshareholdermeeting.com/PINS2023. 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 25, 2023, at 8:00 a.m. Pacific Time

Location
www.virtualshareholder meeting.com/PINS2023

Who Can Vote
Stockholders as of March 29, 2023 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 I nominees for director named in the accompanying proxy statement to hold office until the 2026 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 an advisory non-binding basis, the compensation of our named executive officers (“say-on-pay”).

“FOR”

Page 32

To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year 2023.

“FOR”

Page 54

4-5

To consider and vote on stockholder proposals set forth in the proxy statement, if properly presented.

“AGAINST”

Page 56

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 and a list of registered stockholders as of the record date will be accessible during the meeting at www.virtualshareholdermeeting.com/PINS2023. The record date for the annual meeting is March 29, 2023. 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 April 12, 2023, to all stockholders of record entitled to vote at the annual meeting.

By Order of the Board of Directors

Wanji Walcott
Chief Legal Officer and Secretary
San Francisco, California
April 12, 2023

Important notice regarding the availability of proxy materials for Pinterest’s 2023 annual meeting of stockholders: The notice, proxy statement and annual report are available at www.proxyvote.com.


Pinterest 2023 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.

Proxy statement for the 2023 annual meeting of stockholders

Headquarters: 651 Brannan Street, San Francisco, California 94107 | (415) 762-7100

Date and Time

To Be Held Online at
8:00 a.m. Pacific Time on
Thursday, May 25, 2023

Location

www.virtualshareholdermeeting.com/PINS2023

Investor Relations Website

investor.pinterestinc.com

This proxy statement is furnished in connection with the solicitation of your proxy by our board of directors (‘‘board’’) to vote at the 2023 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 April 12, 2023, 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 25, 2023, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at www.virtualshareholdermeeting.com/PINS2023. 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 I nominees for director named in the accompanying proxy statement to hold office until the 2026 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.	“FOR” each director nominee	Page 10


2	To approve, on an advisory non-binding basis, the compensation of our named executive officers (“say-on-pay”).	“FOR”	Page 32


3	To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year 2023.	“FOR”	Page 54


4-5	To consider and vote on stockholder proposals set forth in the proxy statement, if properly presented.	“AGAINST”	Page 56


6			Pinterest 2023 Proxy Statement

Proxy summary

Our board of directors

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

Name

Principal Occupation

Age

Director
Since

Independent

Committee Memberships

Jeffrey Jordan

Managing Partner,
Andreessen Horowitz

2011

Yes

Governance Committee*

Jeremy Levine

Partner, Bessemer
Venture Partners

2011

Yes

Governance
Committee (chair)

Gokul Rajaram

Corporate Development and
Strategy Lead, DoorDash

2020

Yes

Compensation Committee**

Marc Steinberg

Senior Portfolio
Manager, Elliott
Management Corporation

2022

Yes

Audit Committee***

Fredric Reynolds

Former EVP & CFO,
CBS Corporation

2017

Yes

Audit
Committee (chair)

Evan Sharp

Co-Founder &
Advisor, Pinterest

2019

None

Andrea Wishom

Lead Independent Director

President, Skywalker Holdings

2020

Yes

Compensation Committee

Leslie Kilgore

Former Chief Marketing
Officer, Netflix

2019

Yes

Compensation
Committee (chair);
Audit Committee

Bill Ready

Chief Executive
Officer, Pinterest

2022

None

Benjamin Silbermann

Co-Founder and Executive
Chair, Pinterest

2008

None

Salaam Coleman Smith

Former EVP, ABC Family

2020

Yes

Audit Committee;
Governance Committee

(*) Our nominating and corporate governance committee is referred to as “governance committee” throughout this proxy statement.

(**) 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.


Pinterest 2023 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

Governance

Sales & marketing

8/11

5/11

Management

Global

9/11

10/11

Technology

Media & content

9/11

8/11

Finance

E-commerce

7/11

6/11

For more information about our board members, see page 12 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 5 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 age of 72 proxy access for qualifying stockholders regular stockholder engagement

For more information about our corporate governance practices, see page 19 of this proxy statement.


8			Pinterest 2023 Proxy Statement

Proxy summary

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 advisory non-binding vote on our compensation program (say-on-pay) clawback policy for misconduct resulting in financial restatement 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 in connection with 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 33 of this proxy statement.


Pinterest 2023 Proxy Statement			9

Election of directors



Proposal 1 Election of directors

Our board is currently 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 I directors will stand for election for a three-year term. Each director’s term continues until the election and qualification of their 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, Jeffrey Jordan, Jeremy Levine and Gokul Rajaram were most recently elected by our stockholders at the 2020 annual meeting of stockholders. In December 2022, our board appointed Marc Steinberg as a Class I director. Mr. Steinberg was appointed pursuant to the cooperation agreement entered into by and among the company, Elliott Associates, L.P. and Elliott International L.P. A description and copy of the cooperation agreement is available on the Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 6, 2022.

Upon recommendation by our governance committee, the board has nominated each of them for election for a term of three years (through the 2026 annual meeting of stockholders) and until their 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 2023 Proxy Statement

Election of directors

Our board of directors

Board diversity

We believe the diversity, skills and experience of our directors as described below, provide us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution.

Our board is composed of a diverse group of individuals, with diverse backgrounds, experience and skills relevant to our company. 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 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

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 Experience in the technology sector is valuable to effectively oversee and understand our product strategy and roadmap and the industry as a whole.	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.

8 Directors	9 Directors	9 Directors	7 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 and creators.	E-commerce Experience with e-commerce supports us in developing and strengthening the shopping initiatives on our platform.

5 Directors	11 Directors	8 Directors	6 Directors


Pinterest 2023 Proxy Statement			11

Election of directors

Class I director nominees for election at the 2023
annual meeting of stockholders



Jeffrey Jordan Managing Partner, Andreessen Horowitz Director since 2011


Jeffrey Jordan has served at Andreessen Horowitz, a venture capital firm, since 2011 and most recently as a Managing Partner. 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. Mr. Jordan currently serves on the board of several private companies, including Instacart and previously served on the board of OpenTable, Inc. from 2007 to 2013.			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) Education •Master of Business Administration, Stanford University Graduate School of Business •Bachelor of Arts, 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 has served as a partner at Bessemer Venture Partners, a venture capital firm, since 2001, where his investment experience includes entrepreneurial startups and high growth companies including consumer internet, consumer software and business software and services. Prior to joining Bessemer, Mr. Levine was Vice President of Operations at Dash.com Inc., an internet software publisher, from 1999 to 2001. Prior to Dash, Mr. Levine was an Associate at AEA Investors, a management buyout firm, where he specialized in consumer products and light industries, from 1997 to 1999. Previously, Mr. Levine was with McKinsey & Company, a management consultant firm, as a management consultant from 1995 to 1997. Mr. Levine previously served on the board of directors of MINDBODY Inc. from 2010 to 2017 and Yelp from 2005 to 2019. Mr. Levine currently serves on the board of many private companies.			Our committees •Governance Committee (chair) Other current public boards •Shopify, Inc. (member of nominating and 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


12			Pinterest 2023 Proxy Statement

Election of directors



Gokul Rajaram Corporate Development and Strategy Lead, DoorDash, Inc. Director since 2020


Gokul Rajaram has served in various roles at DoorDash, a food ordering service, since November 2019, most recently as their Corporate Development and Strategy Lead. Previously, from 2013 to 2019, Mr. Rajaram led several product development teams at Block, Inc. (previously named Square, Inc.), a financial technology company, most recently as the Caviar Lead. Prior to Block, Inc., Mr. Rajaram served as Product Director of Ads at Facebook, Inc., a social media company, from 2010 to 2013. Previously, Mr. Rajaram was Product Management Director for Google AdSense, an online advertising company. He previously served on the board of RetailmeNot, Inc. and Course Hero, Inc.			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 the 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 Senior Portfolio Manager, 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. He currently serves on the board of directors of two private companies: Nielsen, a global leader in audience insights, data and analytics, 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.			Our committees •Audit Committee (member) Other current public boards •None Education •Bachelor of Arts, Harvard College Relevant experience Strong experience in financial management and industry expertise as a strategic advisor to technology companies


Pinterest 2023 Proxy Statement			13

Election of directors

Class II directors continuing in office until 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 AOL, Inc. from 2009 to 2015, Hess Corporation from 2013 to 2019, MGM Corporation from 2010 to 2022 and Mondelez International, Inc. from 2007 to 2022.			Our committees •Audit Committee (chair) Other current public boards •Raytheon Technologies (chair of audit committee, member of governance and public policy committee and member of 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



Evan Sharp Co-Founder and Advisor, Pinterest Director since 2019


Evan Sharp is a Co-Founder of Pinterest and currently serves as a consultant to Pinterest. Previously, he served as our Chief Design & Creative Officer until October 2021. While employed at Pinterest, he oversaw the creative, product and design teams since 2011. He was previously a product designer at Facebook, a social media company, from 2010 to 2011. Since October 2021, he has served as a consultant at LoveFrom, a design firm and is an advisor to various private companies, including Kudoos Inc., Hume AI and Naya Studio, Inc.			Our committees •None Other current public boards •None Education •Bachelor of Arts in History, University of Chicago Relevant experience Deep knowledge and understanding of our business as a co-founder and experience with product development and design


14			Pinterest 2023 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 private holding company and family office. 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. In addition to her public company board, Ms. Wishom currently serves on the board of Tory Burch LLC.			Our committees •Compensation Committee (member) Other current public boards •Nextdoor Holdings, Inc. (member of compensation committee) Education •Bachelor of Arts in English, University of California, Berkeley Relevant experience Extensive experience in media industry and C-suite-level management experience

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 served on the board of LinkedIn Corporation from 2010 to 2016 and Medallia, Inc. from July 2015 to October 2021. In addition to her public company boards, she currently serves on the board of Discord Inc.			Our committees •Compensation Committee (chair) •Audit Committee (member) Other current public boards •Netflix, Inc. (member of audit committee) •Nextdoor Holdings, Inc. (chair of compensation 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 2023 Proxy Statement			15

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 operations while in various roles at PayPal following PayPal’s acquisition of Braintree 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.			Our committees •None Other current public boards •William Sonoma, Inc. (member of compensation committee) •Automatic Data Processing, Inc. (member of audit committee and member of 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



Benjamin Silbermann Co-Founder, Executive Chair, Pinterest Director since 2008


Benjamin Silbermann is a Co-Founder and 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 How We Feel and Resolve to Save Lives.			Our committees •None Other current public boards •None Education •Bachelor of Arts, 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


16			Pinterest 2023 Proxy Statement

Election of directors



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

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, conducts a series of interviews with the candidates.



3 Recommend			•If the governance committee determines that a potential candidate meets the needs of the board and the company and has the desired qualifications and experiences, it recommends the candidate’s nomination or appointment to the full board for consideration.


Pinterest 2023 Proxy Statement			17

Election of directors

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 four new directors over the past four years.

•ideal board size. The board has eleven directors which includes four Class I directors, three Class II directors and four Class III directors. The board believes this size works well as it provides a sufficient number of directors on the board 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.

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 6 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 and nominations for the 2024 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 – eight out of eleven directors – is independent.

The board has affirmatively determined that Mr. Jordan, Ms. Kilgore, Mr. Levine, Mr. Rajaram, Mr. Reynolds, 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.


18			Pinterest 2023 Proxy Statement

Corporate governance

Board structure and role

Our board is currently comprised of eleven directors and is divided into three classes with each class consisting of nearly one-third of the total number of directors and 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. In June 2022, Benjamin Silbermann stepped down as our chief executive officer. In accordance with the board's plans for CEO succession, the board determined that Mr. Silbermann should remain chair of the board and transitioned to an executive chair role given his deep understanding of our business and culture, as well as his leadership in shaping and driving the company’s strategic priorities and business plans. At that time, we appointed Bill Ready as our chief executive officer and a director.

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.


Pinterest 2023 Proxy Statement			19

Corporate governance


	Benjamin Silbermann 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;

SEC Form DEF 14A filed by Pinterest Inc.