Pinterest : 2024 Annual report & proxy statement

Published: 2025-04-09 16:39:20 ET PINS

Letter from the CEO

"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."

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

Proxy

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:

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

Monthly active users

(in millions)

Net income (loss)

(in millions)

Revenue

(in millions)

Adjusted EBITDA

(in millions)

Average revenue per user

Proxy

Pinterest 2025 Proxy Statement

Table of contents

Letter from the CEO Performance highlights

Notice of annual meeting of stockholders Proxy summary

Election of directors

Proposal 1: Election of directors

Our board of directors

Director selection and recruitment

Director independence

Corporate governance

Board structure and role

Board's role

Board engagement

ESG impact

Other governance practices

CEO pay ratio

Pay versus performance

Equity compensation plan information

Audit matters

10 Proposal 3: Ratification of selection of independent auditor

Principal accountant fees and services

Pre-approval policies and procedures

Audit committee report

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

25 Incorporation

Security ownership of certain beneficial

owners and management

Delinquent section 16(a) reports

Director compensation

2024 Director compensation table

Executive officers

Executive compensation

Proposal 2: Non-binding advisory vote on our

named executive officers' compensation

Compensation discussion and analysis

Compensation committee report

Compensation tables

Other matters

Related party transactions

Stockholder proposals for the 2026 annual meeting

of stockholders

Voting and annual meeting information

Appendix A - Information regarding

Non-GAAP financial measure

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.

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."

Proxy

Voting items

Board Vote

For Further

Proposals

Recommendation

Details

To elect the four Class III nominees for director

"FOR" each

Page 10

named in the accompanying Proxy Statement to

hold office until the 2028 annual meeting of

director nominee

stockholders and until their successors have been

duly elected and qualified, or until their office is

otherwise vacated.

To approve, on a non-binding advisory basis, the

"FOR"

Page 34

compensation of our named executive officers

("say-on-pay").

To ratify the audit and risk committee's selection of

"FOR"

Page 58

Ernst & Young LLP as the company's independent

registered public accounting firm for fiscal

year 2025.

To approve an amendment to our Amended and

"FOR"

Page 62

Restated Certificate of Incorporation to provide

for officer exculpation as permitted by Delaware law.

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.

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

Pinterest 2025 Proxy Statement

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

Board Vote

Proposals

Recommendation

For Further Details

"FOR" each

Page 10

director nominee

To approve, on a non-binding advisory basis, the compensation of our named

"FOR"

Page 34

executive officers ("say-on-pay").

To ratify the audit and risk committee's selection of Ernst & Young LLP as the

"FOR"

Page 58

company's independent registered public accounting firm for fiscal year 2025.

To approve an amendment to our Amended and Restated Certificate of

"FOR"

Page 62

Incorporation to provide for officer exculpation as permitted by Delaware law.

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.

Director

Name

Principal Occupation

Age

Since

Independent

Committee Memberships

Leslie Kilgore

Former Chief Marketing

2019

Yes

Compensation

Officer, Netflix

Committee (chair)*

Bill Ready

Chief Executive

2022

None

Officer, Pinterest

Benjamin Silbermann

Co-Founder and non-

2008

None

Non-Executive Chair

Executive Chair, Pinterest

Salaam Coleman Smith

Former EVP, ABC Family

2020

Yes

Audit Committee**

Governance Committee***

Former President & CEO,

Governance

Chip Bergh

2024

Yes

Committee (chair)1

Levi Strauss & Co.

Compensation Committee

Jeremy Levine

Partner, Bessemer

2011

Yes

Governance Committee2

Venture Partners

Gokul Rajaram

Former Corporate

Development and

2020

Yes

Compensation Committee

Strategy Lead, DoorDash

Marc Steinberg

Partner, Elliott

2022

Yes

Audit Committee

Management Corporation

Fredric Reynolds

Former EVP & CFO,

2017

Yes

Audit Committee

CBS Corporation

Scott Schenkel

Chief Financial Officer,

2023

Yes

Audit Committee (chair)

Expedia

Andrea Wishom

President, Skywalker

2020

Yes

Compensation Committee

Lead Independent Director

Holdings

Proxy

Pinterest 2025 Proxy Statement

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

Salaam

Chip

Leslie

Jeremy

Gokul

Bill

Frederic

Scott

Ben

Coleman

Marc

Andrea

Bergh

Kilgore

Levine

Rajaram

Ready

Reynolds

Schenkel

Silbermann

Smith

Steinberg

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.

Pinterest 2025 Proxy Statement

Disclaimer

Pinterest Inc. published this content on April 09, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 09, 2025 at 20:38 UTC.