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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pinterest Inc | NYSE:PINS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.07 | -0.17% | 40.43 | 41.14 | 40.16 | 40.68 | 9,685,456 | 01:00:00 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under § 240.14a-12
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1.
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To elect the three Class I nominees for director named in the accompanying proxy statement to hold office until the 2023 annual meeting and until their successors have been duly elected and qualified, or until their office is otherwise vacated.
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2.
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To ratify the audit committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year 2020.
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3.
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To approve, on an advisory basis, the frequency of future advisory votes to approve our named executive officers’ compensation.
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4.
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To conduct any other business properly brought before the annual meeting.
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By Order of the Board of Directors
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/s/ Christine Flores
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Christine Flores
General Counsel & Corporate Secretary |
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San Francisco, California
April 9, 2020 |
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Name
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Class
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Age
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Director
since |
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Term
Expires in |
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Principal
Occupation |
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Other
Public Company Boards |
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Our Committee Membership
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Jeffrey Jordan
|
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I
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61
|
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2011
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2020
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Managing Partner, Andreessen Horowitz
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None
|
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Governance Committee (member)
|
Leslie Kilgore
|
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III
|
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54
|
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2019
|
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2022
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Former Chief Marketing Officer, Netflix, Inc.
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Netflix, Inc.; Medallia, Inc.
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Compensation Committee (member); Audit Committee (member)
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Jeremy Levine
|
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I
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46
|
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2011
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2020
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Partner, Bessemer Venture Partners
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Shopify Inc.
|
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Governance Committee (chair)
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Gokul Rajaram
|
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I
|
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45
|
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2020
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2020
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Caviar Lead, DoorDash Inc.
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The Trade Desk Inc.
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Governance Committee (member)
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Fredric Reynolds
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II
|
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69
|
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2017
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2021
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Former EVP & CFO, CBS Corporation
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Mondelez International, Inc.; United Technologies Corporation
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Audit Committee (chair)
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Evan Sharp
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II
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37
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2019
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2021
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Co-Founder, Chief Design & Creative Officer, Pinterest, Inc.
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None
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None
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Benjamin Silbermann
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III
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37
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2011
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2022
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Co-Founder, Chairman, President & CEO, Pinterest, Inc.
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None
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None
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Michelle Wilson*
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II
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57
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2016
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2021
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Former SVP & General Counsel, Amazon.com, Inc.
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Okta, Inc.; Zendesk Inc.
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Compensation Committee (chair); Audit Committee (member)
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•
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Lead Independent Director
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Jeffrey Jordan
Managing Partner, Andreessen Horowitz Director since 2011 |
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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 and previously served on the board of OpenTable, Inc. from 2007 to 2013.
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Our committees Governance Committee (member)
Other current public boards None Education Master of Business Administration, Stanford University Graduate School of Business; Bachelor of Arts, Amherst College Relevant experience Extensive experience as a venture capitalist and as an officer and director of technology companies |
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Jeremy Levine
Partner, Bessemer Venture Partners Director since 2011 |
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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.
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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 |
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Gokul Rajaram
Caviar Lead, DoorDash, Inc. Director since 2020 |
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Gokul Rajaram has served as the Caviar Lead at DoorDash, a food ordering service, since November 2019. Previously, from 2013 to 2019, Mr. Rajaram led several product development teams at Square, Inc. a financial technology company, most recently as the Caviar Lead. Prior to Square, 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 currently serves on the board of Course Hero, Inc., which is a private company.
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Our committees Governance Committee (member)
Other current public boards The Trade Desk Inc. (member of compensation committee and nominating and corporate governance 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 |
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Fredric Reynolds
Former Executive Vice President and Chief Financial Officer, CBS Corporation Director since 2017 |
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Fredric Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation, a mass media company, from 2006 to 2009. From 2001 to 2005, he served as President and Chief Executive Officer of Viacom Television Stations Group and as Executive Vice President and Chief Financial Officer of Viacom Inc., a mass media company, from 2000 to 2001. He also served as Executive Vice President and Chief Financial Officer of Westinghouse Electric Corporation, a predecessor of CBS Corporation. Prior to that, Mr. Reynolds held several positions at PepsiCo, a food and beverage corporation, for twelve years, including Chief Financial Officer or Financial Officer at Pizza Hut, Pepsi Cola International, Kentucky Fried Chicken Worldwide and Frito Lay. Mr. Reynolds served on the board of AOL, Inc. from 2009 to 2015 and on the board of Hess Corporation from 2013 to 2019.
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Our committees Audit Committee (Chair)
Other current public boards Mondelez International, Inc. (chair of audit committee); United Technologies Corporation (chair of audit 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 serving on the board of public companies |
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Evan Sharp
Co-Founder and Chief Design and Creative Officer, Director since 2019 |
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Evan Sharp is a Co-Founder of Pinterest and serves as our Chief Design & Creative Officer. He has overseen the creative, product and design teams at Pinterest since 2011. He was previously a product designer at Facebook, a social media company, from 2010 to 2011.
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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 |
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Michelle Wilson
Former Senior Vice President and General Counsel, Amazon.com Director since 2016 |
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Michelle Wilson worked in various capacities, including Senior Vice President and General Counsel, at Amazon.com, Inc. an online retail company, for 13 years until 2012. Previously, Ms. Wilson was a partner at Perkins Coie LLP, a law firm, and served as a member of the firm’s executive committee. Ms. Wilson has also served on the board of Stripe, Inc. since 2018.
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Our committees Compensation Committee (chair), Audit Committee (member)
Other current public boards Zendesk Inc. (chair of nominating and corporate governance committee and member of audit committee); Okta, Inc. (chair of nominating and corporate governance committee and member of compensation committee) Education Juris Doctorate, University of Chicago; Bachelor of Business Administration, University of Washington Relevant experience Significant experience as an executive and board member in other technology companies, as well as deep expertise and experience in legal, compliance and human resources |
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Leslie Kilgore
Former Chief Marketing Officer, Netflix, Inc. Director since 2019 |
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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 internet retailer. Ms. Kilgore held various positions, including Brand Manager, at The Proctor & 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 where she served 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 internet retailer. Ms. Kilgore held various positions, including Brand Manager, at The Proctor & 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 where she served as the chair of their compensation committee.as the chair of their compensation committee.
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Our committees Audit Committee (member), Compensation Committee (member)
Other current public boards Netflix, Inc. (member of audit committee); Medallia, Inc. (chair of nominating and corporate governance committee and 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 |
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Benjamin Silbermann
Co-Founder, Chairman, President and CEO, Pinterest Director since 2008 |
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Benjamin Silbermann is a Co-Founder of Pinterest and has served as our President and Chief Executive Officer since 2012. Prior to co-founding Pinterest, Mr. Silbermann worked at Google, a technology company, from 2006 to 2008.
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Our committees None
Other current public boards None Education Bachelor of Arts, Yale University Relevant experience Deep knowledge and understanding of our company and business as one of our co-founders and experience with product development |
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•
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presides over meetings of the board;
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consults with the lead independent director on the agenda for board meetings;
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•
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consults, as needed, on evaluating and recommending candidates for election to the board; and
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oversees the activities of the board.
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presides over meetings of the board at which the chairman is not present, including executive sessions of our independent directors;
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coordinates the activities of the other independent directors, including establishing the agenda for executive sessions and meetings with other non-management directors;
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consults with the chairman on the agenda for board meetings, board materials, meeting calendars and schedules;
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serves as a liaison between the chairman and independent directors; and
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performs any additional duties as the board may otherwise determine.
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The audit committee oversees our enterprise risk management program and significant financial risk exposures and certain legal, regulatory and operational risk exposures, including with respect to information security, data protection and privacy.
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The compensation committee oversees significant compensation and other employee-related risk exposures, including risks and exposures associated with leadership assessment, management succession planning, and executive compensation programs and arrangements, including incentive plans.
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The governance committee oversees significant governance risk exposures, including, with respect to corporate governance, board effectiveness and board succession planning.
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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.
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diversity. The governance committee seeks candidates representing a diversity of occupational and personal backgrounds, knowledge, skills 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.
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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 added four new directors to our board since 2017.
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ideal board size. We have set the size of the board at eight directors, which currently includes three Class I directors, three Class II directors and two 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.
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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.
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Audit Committee
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The audit committee is primarily responsible for:
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Current members
Fredric Reynolds (chair) Leslie Kilgore (member) Michelle Wilson (member) Number of meetings held in 2019 5 |
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overseeing the company's financial and accounting reporting processes, including disclosure controls, internal audit function, internal controls and audits of the company's consolidated financial statements;
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appointing or changing the company's auditors and reviewing their independence, qualification and performance;
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overseeing significant financial matters, including tax planning, financial risk exposure, dividends and share issuances and repurchases; and
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overseeing the company's enterprise risk management program, compliance with applicable legal and regulatory requirements and information security, data protection and privacy.
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Compensation Committee
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The compensation committee is primarily responsible for:
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Current members
Michelle Wilson (chair) Leslie Kilgore (member) Number of meetings held in 2019 5 |
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overseeing the compensation of the company's directors and employees and related matters, including matters relating to the attraction, development and retention of employees;
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evaluating the performance of the executive officers, including the CEO and determining their compensation;
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evaluating the post service arrangement and benefits of the executive officers, including the CEO; and
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reviewing the operation and structure of the company's compensation program periodically.
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Nominating and Corporate Governance Committee
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The governance committee is responsible for:
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Current members
Jeremy Levine (chair) Jeffrey Jordan (member) Gokul Rajaram (member) Number of meetings held in 2019 2 |
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evaluating the size, composition, organization and governance of the board and its committees;
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assisting the board in identifying and evaluating candidates qualified to be appointed as a board member;
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recommending potential candidates to the board for its approval to propose such candidates to the stockholders for election to the board;
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reviewing and recommending to the board the independence determinations of the directors as well as recommending to the board the composition of each committee; and
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reviewing the performance and annual self-evaluation of the board and each of its committees.
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Cash Compensation(1)
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Annual retainer
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$50,000
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Additional annual retainer for lead director
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$20,000
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Additional annual retainers for committee service
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Chair
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Member
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Audit Committee
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$25,000
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$12,500
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Compensation Committee
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$20,000
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$10,000
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Governance Committee
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$10,000
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$5,000
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Equity Compensation(2)
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Initial grant of RSUs(3)
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$400,000
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Annual grant of RSUs(4)
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$250,000
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(1)
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Paid in quarterly installments on a prospective basis, pro-rated for directors whose service commences during the year.
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(2)
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Amounts represent the approximate grant date fair value of RSUs that will be settled in shares of Class A common stock. All awards granted pursuant to the director compensation policy vest, in addition to the schedules below, upon a change in control of the company.
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(3)
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Award vests, subject to the director’s continued service, in equal annual installments on the first three anniversaries of the director’s commencement of service. Applies only to directors appointed after the IPO which was in April 2019.
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(4)
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Award vests, subject to the director’s continued service, in full on the earlier of the first anniversary of the grant date or the day prior to the company’s next annual meeting. The first such annual grant was made upon completion of the IPO in April 2019.
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Name
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Fees Earned or Paid in
Cash ($) |
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Stock Awards
($)(1) |
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All Other Compensation
($) |
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Total
($) |
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Jeffrey Jordan
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41,250
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249,995
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—
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291,245
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Leslie Kilgore
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54,375
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652,153 (2)
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—
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706,528
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Jeremy Levine
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45,000
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249,995
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—
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294,995
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Fredric Reynolds
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56,250
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249,995
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—
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306,245
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Michelle Wilson
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76,875
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249,995
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—
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326,870
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(1)
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Reported amounts represent the aggregate grant date fair value of RSUs granted during 2019, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Notes to Consolidated Financial Statements included in our 2019 annual report on Form 10-K for the assumptions used in calculating the grant date fair value. The grant date fair value does not necessarily correspond to the actual economic value that may be realized for these awards. As of December 31, 2019, our non-employee directors had the following RSUs outstanding: Mr. Jordan (9,671), Ms. Kilgore (30,184), Mr. Levine (9,671), Mr. Reynolds (65,921) and Ms. Wilson (22,171).
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(2)
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In addition to the annual grant received by all directors upon completion of the IPO, Ms. Kilgore received an initial grant of 20,513 RSUs upon her appointment to the board in March 2019.
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2019
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2018
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($ in thousands)
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($ in thousands)
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Audit fees(1)
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3,989
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1,224
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Audit-related fees(2)
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398
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15
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Tax fees(3)
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903
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75
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All other fees(4)
|
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44
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109
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Total fees
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5,334
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1,423
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(1)
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Consist of fees for services rendered in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements, the filing of our Registration Statements including on Form S-1 in connection with our IPO in 2019, services provided in connection with statutory and regulatory filings, and consultations on accounting matters directly related to the audit.
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(2)
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Consist of fees for services rendered in connection with preparation for compliance with section 404 of the Sarbanes-Oxley Act of 2002.
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(3)
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Consist of fees for services rendered for tax compliance, tax advice, and tax planning.
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(4)
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Consist of fees for all other services not included in the categories set forth above.
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•
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Benjamin Silbermann, our Co-Founder, President and Chief Executive Officer (our “CEO”)
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•
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Evan Sharp, our Co-Founder and Chief Design and Creative Officer
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•
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Françoise Brougher, our Chief Operating Officer
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•
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Christine Flores, our General Counsel and Corporate Secretary
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•
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Todd Morgenfeld, our Chief Financial Officer
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•
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Drive achievement of Pinterest’s long-term mission;
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•
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Motivate team collaboration (company first, individual function second);
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•
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Attract and retain top talent by compensating competitively based on the executive’s market value and performance; and
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•
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Align the interests of our executives with those of our stockholders.
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What We Do
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What We Don't Do
|
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✔
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fully independent compensation committee
|
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x
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pension and executive retirement plans
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✔
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independent compensation consultant to the compensation committee
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x
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significant perquisites to executive officers
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✔
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annual review of the compensation program, best practices and market trends
|
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x
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supplemental executive benefits
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✔
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majority of the compensation tied to stock value
|
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x
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employee and director hedging and pledging of our equity securities
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✔
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annual review of succession plans for key officers
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x
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tax gross-ups on change in control payments
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✔
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“double trigger” termination required for vesting in equity in connection with change in control
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x
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dividends or equivalents on unvested RSUs
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x
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vesting in equity upon termination outside of change in control
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•
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our executive compensation program objectives;
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•
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our performance against the financial, operational and strategic objectives established by the compensation committee and the board;
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each of our named executive officer’s roles and responsibilities, qualifications, knowledge, skills, experience, and tenure, including on a relative basis to other similarly situated executives at the companies in our compensation peer group;
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the performance of each of our named executive officers, based on a qualitative assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, ability to collaborate across the company and potential to contribute to our long-term financial, operational and strategic objectives;
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an analysis of competitive market data (as described below);
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the unrealized value and other terms of the outstanding unvested equity awards held by each of our named executive officers; and
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the recommendations of our CEO with respect to the compensation of our other named executive officers.
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Shopify Inc.
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TripAdvisor, Inc.
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Autodesk, Inc.
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Zillow Group, Inc.
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GoDaddy Inc.
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ServiceNow, Inc.
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Tableau Software*
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•
|
publicly traded companies, generally headquartered in the United States;
|
•
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similar industry;
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•
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similar revenue growth and size, within a size range of approximately 0.25 to 6.0 times our last four quarters’ revenue; and
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•
|
similar market capitalization, within a range of approximately 0.25 to 4.0 times our market capitalization.
|
•
|
Benjamin Silbermann and Evan Sharp received RSU awards each with a grant date fair value of $45.7 million which vest over five years as described under the “2019 Grants of Plan-Based Awards Table” below. These were special, one-time “Founder’s” awards granted by the board in advance of our IPO after considering both their past individual performance, expected future contributions, continued importance to driving the growth of our business and the achievement of our long-term mission and strategy.
|
•
|
Françoise Brougher received an RSU award with a grant date fair value of $21.4 million which vests quarterly over five years as described under the “2019 Grants of Plan-Based Awards Table” below. This award was granted by the board in 2019 after considering her past performance, expected future contributions and the criticality of her role to Pinterest, and expected contributions, as well as the total unrealized value of her outstanding equity awards and their vesting terms relative to our compensation peer group data and other Pinterest executives.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
|
|
Benjamin Silbermann
Co-Founder, President & CEO |
| |
2019
|
| |
197,100
|
| |
—
|
| |
45,745,013
|
| |
280,000(2)
|
| |
46,222,113
|
|
|
2018
|
| |
197,100
|
| |
—
|
| |
—
|
| |
—
|
| |
197,100
|
| |||
|
Evan Sharp
Co-Founder, Chief Creative & Design Officer |
| |
2019
|
| |
330,000
|
| |
—
|
| |
45,745,013
|
| |
—
|
| |
46,075,013
|
|
|
Françoise Brougher
Chief Operating Officer |
| |
2019
|
| |
309,545
|
| |
75,000(3)
|
| |
21,352,493
|
| |
—
|
| |
21,737,038
|
|
|
Christine Flores
General Counsel and Corporate Secretary |
| |
2019
|
| |
345,000
|
| |
—
|
| |
—
|
| |
—
|
| |
345,000
|
|
|
Todd Morgenfeld
Chief Financial Officer |
| |
2019
|
| |
360,500
|
| |
—
|
| |
—
|
| |
—
|
| |
360,500
|
|
|
2018
|
| |
360,500
|
| |
—
|
| |
22,028,696
|
| |
—
|
| |
22,389,196
|
|
(1)
|
Reported amounts represent the aggregate grant date fair value of RSUs granted during the years shown, as computed in accordance with FASB ASC Topic 718. See Notes to Consolidated Financial Statements included in our 2019 annual report on Form 10-K for the assumptions used in calculating the grant date fair value. These amounts do not reflect the actual economic value that may be realized from such awards.
|
(2)
|
Reflects Hart-Scott-Rodino Act filing fees paid on Mr. Silbermann’s behalf in connection with his Pinterest stock ownership.
|
(3)
|
Reflects a sign-on bonus payable under the terms of Ms. Brougher’s offer letter dated March 2018.
|
|
Name
|
| |
Grant
Date |
| |
All Other Stock Awards: Number of
Shares of Stock or Units (#)(1) |
| |
Grant Date Fair Value of Stock
Awards($)(2) |
|
|
Benjamin Silbermann
|
| |
3/21/19
|
| |
2,333,334(3)
|
| |
45,745,013
|
|
|
Evan Sharp
|
| |
3/21/19
|
| |
2,333,334(3)
|
| |
45,745,013
|
|
|
Françoise Brougher
|
| |
4/4/19
|
| |
1,083,333(4)
|
| |
21,352,493
|
|
|
Christine Flores
|
| |
—
|
| |
—
|
| |
—
|
|
|
Todd Morgenfeld
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Reflects RSUs granted during 2019 that will be settled in shares of our common stock once the requisite vesting conditions are satisfied. RSUs granted prior to our IPO in April 2019 are subject to both a service condition, which is typically satisfied over four years, and a performance condition, which was deemed satisfied upon the pricing of our IPO. The schedule associated with the service-based vesting condition varies for each grant of RSUs as described below and is subject to the recipient’s continued service with the company through each such date. Holders of RSUs do not have any voting, dividend or other ownership rights in the shares subject to the award unless and until the award vests and the shares are issued.
|
(2)
|
Reported amounts represent the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718. See Notes to Consolidated Financial Statements included in our 2019 annual report on Form 10-K for the assumptions used in calculating the grant date fair value. These amounts do not reflect the actual economic value that may be realized from such awards.
|
(3)
|
Reflects the “founders grants” to our Co-Founders prior to our IPO. The award provides that the service-based vesting condition will be satisfied for 5% of the total number of RSUs at the end of each three-month period during the five-year period commencing on April 20, 2019.
|
(4)
|
The award provides that the service-based vesting condition will be satisfied for (i) 5% of the total number of RSUs at the end of each three-month period occurring during the one-year period commencing on March 20, 2019 and ending on March 20, 2020; (ii) 1.25% of the total number of RSUs at the end of each three-month period occurring during the two-year period commencing on March 20, 2020 and ending on March 20, 2022; and (iii) 8.75% of the total number of RSUs at the end of each three-month period occurring during the two-year period commencing on March 20, 2022 and ending on March 20, 2024 (a total vesting period of five years).
|
|
Name
|
| |
Grant Date
|
| |
Option Awards(1)
|
| |
Stock Awards(1)
|
| ||||||||||||
|
Number of Securities Underlying
Unexercised Options |
| |
Exercise
Price per Share ($) |
| |
Expiration
Date |
| |
shares or units of stock
that have not vested |
| ||||||||||||
|
Exercisable
|
| |
Unexercisable
|
| |
Number(2)
|
| |
Market
Value(3) ($) |
| ||||||||||||
|
Benjamin Silbermann
|
| |
4/25/13
|
| |
10,000,835
|
| |
—
|
| |
1.878
|
| |
4/25/23
|
| |
—
|
| |
—
|
|
|
|
| |
3/21/19(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,100,001
|
| |
39,144,019
|
|
|
Evan Sharp
|
| |
8/1/11
|
| |
2,126,950
|
| |
—
|
| |
0.037
|
| |
8/1/21
|
| |
—
|
| |
—
|
|
|
|
| |
6/20/12
|
| |
4,252,572
|
| |
—
|
| |
0.574
|
| |
6/20/22
|
| |
—
|
| |
—
|
|
|
|
| |
1/16/15
|
| |
1,756,336
|
| |
—
|
| |
4.416
|
| |
1/16/25
|
| |
—
|
| |
—
|
|
|
|
| |
3/21/19(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,100,001
|
| |
39,144,019
|
|
|
Françoise Brougher
|
| |
4/30/18(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
750,000
|
| |
13,980,000
|
|
|
|
| |
4/4/19(7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
920,834
|
| |
17,164,346
|
|
|
Christine Flores
|
| |
8/8/17(8)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
218,748
|
| |
4,077,463
|
|
|
|
| |
8/1/18(9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
524,996
|
| |
9,785,925
|
|
|
Todd Morgenfeld
|
| |
2/3/17(10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
270,832
|
| |
5,048,308
|
|
|
|
| |
8/1/18(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,049,992
|
| |
19,571,851
|
|
(1)
|
All of the outstanding equity awards reported in this table were granted under either the 2009 Stock Plan (in the case of awards granted pre-IPO) or the 2019 Omnibus Incentive Plan (in the case of awards granted since our IPO). Awards granted under the 2009 Stock Plan will be settled in shares of our Class B common stock. Awards granted under the 2019 Omnibus Incentive Plan will be settled in shares of our Class A common stock.
|
(2)
|
Awards granted prior to our IPO in April 2019 had vesting conditions that required satisfaction of both (i) a service-based vesting condition; and (ii) a liquidity-based vesting condition. The schedule associated with the service-based vesting condition varies for each grant of RSUs as described below and is subject to the recipient’s continued service with the company through each such date.
|
(3)
|
Based on the closing price of our Class A common stock of $18.64 per share as of December 31, 2019.
|
(4)
|
The award provides that the service-based vesting condition will be satisfied for 5% of the total number of RSUs at the end of each three-month period during the five-year period commencing on April 20, 2019 and ending on April 20, 2024.
|
(5)
|
The award provides that the service-based vesting condition will be satisfied for 5% of the total number of RSUs at the end of each three-month period during the five-year period commencing on April 20, 2019 and ending on April 20, 2024.
|
(6)
|
The award provides that the service-based vesting condition will be satisfied for (i) 10% of the total number of RSUs at the end of the one-year period commencing on March 20, 2018 and ending on March 20, 2019; (ii) 5% of the total number of RSUs at the end of each three-month period occurring during the one-year period commencing on March 20, 2019 and ending on March 20, 2020; (iii) 7.5% of the total number of RSUs at the end of each three-month period occurring during the one-year commencing on March 20, 2020 and ending on March 20, 2021; and (iv) 10% of the total number of RSUs at the end of each three-month period occurring during the one-year period commencing on March 20, 2021 and ending on March 20, 2022.
|
(7)
|
The award provides that the service-based vesting condition will be satisfied for (i) 5% of the total number of RSUs at the end of each three-month period occurring during the one-year period commencing on March 20, 2019 and ending on March 20, 2020; (ii) 1.25% of the total number of RSUs at the end of each three-month period occurring during the two-year period commencing on March 20, 2020 and ending on March 20, 2022; and (iii) 8.75% of the total number of RSUs at the end of each three-month period occurring during the two-year period commencing on March 20, 2022 and ending on March 20, 2024.
|
(8)
|
The award provides that the service-based vesting condition will be satisfied for (i) 25% of the total number of RSUs on May 1, 2018; and (ii) 6.25% of the total number of RSUs at the end of each three-month period occurring during the three-year period commencing on May 1, 2018 and ending on May 1, 2021.
|
(9)
|
The award provides that the service-based vesting condition will be satisfied for (i) 2.5% of the total number of RSUs at the end of each three-month period during the two-year period commencing on December 20, 2018 and ending on December 20, 2020; and (ii) 10% of the total number of RSUs at the end of each three-month period during the two-year period commencing on December 20, 2020 and ending on December 20, 2022.
|
(10)
|
The award provides that the service-based vesting condition will be satisfied for 6.25% of the total number of RSUs at the end of each three-month period during the four-year period commencing on November 7, 2016 and ending on November 7, 2020.
|
(11)
|
The award provides that the service-based vesting condition will be satisfied for (i) 2.5% of the total number of RSUs at the end of each three-month period occurring during the two-year period commencing on December 20, 2018 and ending on December 20, 2020; and (ii) 10% of the total number of RSUs at the end of each three-month period occurring during the two-year period commencing on December 20, 2020 and ending on December 20, 2022.
|
|
Name
|
| |
Option Award Exercises
|
| |
Stock Award Vestings
|
| ||||||
|
Shares
Acquired (#) |
| |
Value Realized ($)(2)
|
| |
Shares Acquired (#)(1)
|
| |
Value Realized ($)(3)
|
| |||
|
Benjamin Silbermann
|
| |
399,000
|
| |
7,128,933
|
| |
991,666
|
| |
25,390,144
|
|
|
Evan Sharp
|
| |
—
|
| |
—
|
| |
566,666
|
| |
15,123,278
|
|
|
Françoise Brougher
|
| |
—
|
| |
—
|
| |
412,499
|
| |
11,077,475
|
|
|
Christine Flores
|
| |
—
|
| |
—
|
| |
422,922
|
| |
10,958,387
|
|
|
Todd Morgenfeld
|
| |
—
|
| |
—
|
| |
929,175
|
| |
23,642,025
|
|
(1)
|
Includes RSUs for which the time-based vesting condition occurred prior to 2019, but for which the performance vesting condition tied to the IPO was not met until our IPO in April 2019.
|
(2)
|
The value realized on exercise is the difference between the closing price of our Class A common stock on the date of exercise minus the exercise price.
|
(3)
|
The value realized on vesting is based on the closing price of our Class A common stock on the vesting date, or if such date was not a trading day, on the day immediately preceding trading day.
|
•
|
“Cause” means any of the following: (i) executive fails to perform his or her duties and responsibilities; (ii) an act of dishonesty or misrepresentation that would cause serious injury, including reputational harm, to the company; (iii) executive’s unauthorized use or disclosure of any proprietary information or trade secrets; (iv) executive commits a material breach of any written agreement between executive and the company; (v) executive fails to comply with written policies or rules; (vi) executive willfully refuses to implement or follow a directive from supervisor; (vii) executive fails to perform the essential job duties associated with the position; (viii) executive’s intentional violation of any law or regulation; (ix) executive’s conviction of a felony, another crime involving moral turpitude or any crime (whether or not a felony) against the company; or (x) executive’s failure to comply with any reasonable investigation or formal proceeding.
|
•
|
“Good Reason” means any of the following: (i) a material reduction in executive’s duties in effect immediately prior to the reduction, but the following are not material reductions: (x) a change of title alone, (y) any change made due to a Change in Control (as defined below), and (z) not being nominated to the board; (ii) a change in office location which increases the executive’s one-way commute by more than 35 miles; or (iii) executive’s base salary is reduced by more than ten percent.
|
•
|
“Change in Control” means any of the following: (i) an acquiror owns more than 50% of the company’s stock; (ii) a merger or business combination; (iii) a majority of the board is replaced during a 12-month period by directors who are not supported by the existing board; or (iv) an acquiror acquires all or almost all of the company’s assets. A transaction shall not constitute a Change in Control if (x) its only purpose is to change the state of the company’s incorporation; and (y) the conversion of class B common stock into class A common stock resulted in an entity or person holding more than 50% of the total voting power of the company.
|
|
Name
|
| |
Benefit
|
| |
Termination
Without Cause ($) |
| |
Termination Without Cause or for
Good Reason in Connection with Change in Control ($) |
|
|
Benjamin Silbermann
|
| |
Lump sum severance payment(1)
|
| |
115,358
|
| |
230,715
|
|
|
|
| |
Value of accelerated RSUs(2)
|
| |
—
|
| |
39,144,019
|
|
|
|
| |
Total
|
| |
115,358
|
| |
39,374,734
|
|
|
Evan Sharp
|
| |
Lump sum severance payment(1)
|
| |
181,808
|
| |
363,615
|
|
|
|
| |
Value of accelerated RSUs(2)
|
| |
—
|
| |
39,144,019
|
|
|
|
| |
Total
|
| |
181,808
|
| |
39,507,634
|
|
|
Françoise Brougher
|
| |
Lump sum severance payment(1)
|
| |
180,231
|
| |
360,462
|
|
|
|
| |
Value of accelerated RSUs(2)
|
| |
—
|
| |
31,144,346
|
|
|
|
| |
Total
|
| |
180,231
|
| |
31,504,808
|
|
|
Christine Flores
|
| |
Lump sum severance payment(1)
|
| |
184,309
|
| |
368,618
|
|
|
|
| |
Value of accelerated RSUs(2)
|
| |
—
|
| |
13,863,388
|
|
|
|
| |
Total
|
| |
184,309
|
| |
14,232,006
|
|
|
Todd Morgenfeld
|
| |
Lump sum severance payment(1)
|
| |
195,570
|
| |
391,139
|
|
|
|
| |
Value of accelerated RSUs(2)
|
| |
—
|
| |
24,620,159
|
|
|
|
| |
Total
|
| |
195,570
|
| |
25,011,299
|
|
(1)
|
Reported amounts are based on the 2019 base salary of each named executive officer and includes the estimated cost of health insurance continuation coverage (paid in lump sum if the NEO elects such coverage) as of the end of the last fiscal year and the severance period specified in the Executive Severance & Change in Control Agreement.
|
(2)
|
Reported amounts represent the number of unvested RSUs as of the end of the last fiscal year multiplied by the closing price per share of our Class A common stock on the last trading day of the year. This is the same value that would apply in the event of a change in control of the company where the awards are not assumed or substituted (as described above).
|
|
Plan Category
|
| |
Securities to be Issued upon
Exercise of Outstanding Options, Warrants and Rights (#) |
| |
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights ($) |
| |
Securities Remaining
Available for Future Issuance under Equity Compensation Plans (#) |
|
|
Plans approved by security holders(1)
|
| |
113,756,552(2)
|
| |
2.25(3)
|
| |
89,911,091(4)
|
|
|
Plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The 2019 Omnibus Incentive Plan provides that the number of shares reserved and available for issuance under the 2019 Omnibus Incentive Plan will automatically increase on each January 1, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 5% of the total number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31.
|
(2)
|
Includes 49,963,207 shares of Class B common stock issuable upon vesting of RSUs awarded under our 2009 Stock Plan and 56,965,565 shares of Class B common stock issuable upon exercise of outstanding options granted under our 2009 Stock Plan. Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. Each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, including certain charities and foundations, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock, and certain other transfers described in our amended and restated certificate of incorporation. Upon the death or permanent incapacity of each holder of Class B common stock who is a natural person, the Class B common stock held by that person or his or her permitted estate planning entities will convert automatically into Class A common stock. However, shares of Class B common stock held by Benjamin Silbermann or his permitted estate planning entities or other permitted transferees will not convert automatically into Class A common stock until a time that is between 90 and 540 days after his death or permanent incapacity, as determined by the board of directors. In addition, all shares of Class B common stock will automatically convert into shares of Class A common stock on (i) the seven-year anniversary of the closing date of this offering, except with respect to shares of Class B common stock held by any holder that continues to beneficially own at least 50% of the number of shares of Class B common stock that such holder beneficially owned immediately prior to completion of this offering; and (ii) a date that is between 90 and 540 days, as determined by the board of directors, after the death or permanent incapacity of Mr. Silbermann. Includes 6,827,780 shares of Class A common stock issuable upon vesting of RSUs awarded under our 2019 Omnibus Incentive Plan.
|
(3)
|
Excludes RSUs as they have no exercise price.
|
(4)
|
Reflects shares available for future issuance under the 2019 Omnibus Incentive Plan (excluding shares underlying outstanding awards).
|
|
Name
|
| |
Age
|
| |
Position
|
|
|
Benjamin Silbermann*
|
| |
37
|
| |
Co-Founder, Chairman, President & Chief Executive Officer
|
|
|
Evan Sharp*
|
| |
37
|
| |
Co-Founder, Director, Chief Design & Creative Officer
|
|
|
Françoise Brougher
|
| |
54
|
| |
Chief Operating Officer
|
|
|
Christine Flores
|
| |
45
|
| |
General Counsel & Corporate Secretary
|
|
|
Todd Morgenfeld
|
| |
48
|
| |
Chief Financial Officer
|
|
*
|
See “Our Board of Directors” for the backgrounds for Messrs. Silbermann and Sharp.
|
|
|
| |
Class A Common Stock
|
| |
Class B Common Stock
|
| |
% of Total
Voting Power |
| ||||||
|
Name of Beneficial Owner
|
| |
Shares
|
| |
% of
Class |
| |
Shares
|
| |
% of
Class |
| |||
|
Named Executive Officers and Directors
|
| |||||||||||||||
|
Benjamin Silbermann(1)
|
| |
—
|
| |
—
|
| |
50,246,508
|
| |
27.47
|
| |
24.77
|
|
|
Evan Sharp(2)
|
| |
—
|
| |
—
|
| |
9,774,358
|
| |
5.34
|
| |
4.82
|
|
|
Françoise Brougher(3)
|
| |
—
|
| |
—
|
| |
244,362
|
| |
*
|
| |
*
|
|
|
Christine Flores(4)
|
| |
294,872
|
| |
—
|
| |
148,091
|
| |
*
|
| |
*
|
|
|
Todd Morgenfeld(5)
|
| |
726,345
|
| |
*
|
| |
81,518
|
| |
—
|
| |
*
|
|
|
Jeffrey Jordan(6)
|
| |
131,239
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Lesley Kilgore(7)
|
| |
9,671
|
| |
*
|
| |
6,837
|
| |
—
|
| |
*
|
|
|
Jeremy Levine(8)
|
| |
654,342
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Gokul Rajaram(9)
|
| |
1,531
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
|
|
Fredric Reynolds(10)
|
| |
49,671
|
| |
*
|
| |
56,250
|
| |
*
|
| |
*
|
|
|
Michelle Wilson(11)
|
| |
9,671
|
| |
*
|
| |
100,000
|
| |
*
|
| |
*
|
|
|
All directors and executive officers as a group(12)
|
| |
1,877,342
|
| |
*
|
| |
60,698,505
|
| |
33.18
|
| |
29.97
|
|
|
Other 5% Stockholders
|
| |||||||||||||||
|
Entities affiliated with Bessemer Venture Partners(13)
|
| |
—
|
| |
—
|
| |
38,647,781
|
| |
21.13
|
| |
19.05
|
|
|
Entities affiliated with Andreessen Horowitz(14)
|
| |
1,161,760
|
| |
*
|
| |
27,192,626
|
| |
14.87
|
| |
13.43
|
|
|
Paul Sciarra(15)
|
| |
—
|
| |
—
|
| |
41,607,697
|
| |
22.75
|
| |
20.51
|
|
|
Entities affiliated with FirstMark(16)
|
| |
13,322,293
|
| |
3.34
|
| |
22,203,819
|
| |
12.14
|
| |
11.27
|
|
|
The Vanguard Group(17)
|
| |
23,674,680
|
| |
5.93
|
| |
—
|
| |
—
|
| |
*
|
|
|
Flossbach von Storch AG(18)
|
| |
22,022,939
|
| |
5.52
|
| |
—
|
| |
—
|
| |
*
|
|
|
FMR LLC(19)
|
| |
21,835,568
|
| |
5.47
|
| |
—
|
| |
—
|
| |
*
|
|
*
|
Represents beneficial ownership or voting power of less than one percent
|
(1)
|
Includes (i) 565,479 shares of Class B common stock held by Benjamin Silbermann; (ii) 40,133,288 shares of Class B common stock held by Benjamin W. Silbermann and Divya Silbermann, as trustees of the Benjamin and Divya Silbermann Family Trust (the “Trust”); (iii) 9,431,075 shares of Class B common stock issuable upon exercise of outstanding stock options held by Mr. Silbermann; and (iv) 116,666 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. Mr. Silbermann and Ms. Silbermann have sole voting and dispositive power over the shares held by the Trust and may therefore be deemed to beneficially own such shares. Does not include 9,960,030 shares of Class B common stock held by an LLC that is owned by a trust, the beneficiaries of which include certain of Mr. Silbermann’s immediate family members. Mr. Silbermann does not have dispositive power or voting power over the shares held by the LLC and, as a result, Mr. Silbermann is deemed not to be a beneficial owner of the shares held by the LLC and such shares are not included in the table. In addition, Mr. Silbermann holds 1,866,668 unvested RSUs for which Mr. Silbermann does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(2)
|
Includes (i) 1,584,334 shares of Class B common stock held by Evan Sharp; (ii) 4,590,694 shares of Class B common stock issuable upon exercise of outstanding stock options held by Evan Sharp; (iii) 653,845 shares of Class B common stock issuable upon exercise of outstanding stock options held by Evan Howell Sharp and Christina McBride Sharp as Co-Trustees of The Sharp Irrevocable Remainder Trust; (iv) 758,803 shares of Class B common stock issuable upon exercise of outstanding stock options held by Evan Howell Sharp and Christina McBride Sharp as Co-Trustees of The Sharp Revocable Trust, (v) 1,157,401 shares of Class B common stock issuable upon exercise of outstanding stock options held by Evan Howell Sharp as Trustee of The Evan Howell Sharp 2018 Annuity Trust; (vi) 912,615 shares of Class B common stock issuable upon exercise of outstanding stock options held by Sharp Family Investments LLC; and (vii) 116,666 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. In addition, Mr. Sharp holds 1,866,668 unvested RSUs for which Mr. Sharp does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(3)
|
Includes 244,362 shares of Class B common stock held by Françoise Brougher. Ms. Brougher holds 1,566,667 unvested RSUs for which Ms. Brougher does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(4)
|
Includes (i) 111,633 shares of Class B common stock held by Ms. Flores; (ii) restricted stock awards of 294,872 shares of Class A common stock granted to Ms. Flores; and (iii) 36,458 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. Ms. Flores holds 656,245 unvested RSUs for which Ms. Flores does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(5)
|
Includes (i) 13,810 shares of Class B common stock held by Mr. Morgenfeld; (ii) 21,729 shares of Class A common stock held by Mr. Morgenfeld; (iii) restricted stock awards of 704,616 shares of Class A common stock granted to Mr. Morgenfeld; and (iv) 67,708 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. Mr. Morgenfeld also holds 1,156,242 unvested RSUs for which Mr. Morgenfeld does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(6)
|
Includes (i) 121,568 shares of Class A common stock held by Jordan Family Revocable Trust; and (ii) 9,671 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020.
|
(7)
|
Includes (i) 6,837 shares of Class B common stock held by Ms. Kilgore; and (ii) 9,671 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. In addition, Ms. Kilgore holds 13,676 unvested RSUs for which Ms. Kilgore does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(8)
|
Includes (i) 644,671 shares of Class A common stock held by Mr. Levine; and (ii) 9,671 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. Does not include the shares held by the BVP Entities described in footnote 13 below. Jeremy Levine disclaims beneficial ownership of the securities held by the BVP Entities, except to the extent of his pecuniary interest therein.
|
(9)
|
Represents 1,531 shares of Class A common stock held by Gokul Rajaram & Tamara Lucero-Rajaram Trustees Rajaram Family Revocable Trust, of which Mr. Rajaram is a Trustee. Mr. Rajaram holds 19,792 unvested RSUs for which he does not have the right to acquire beneficial ownership within 60 days of March 31, 2020 and therefore are not included in the table.
|
(10)
|
Includes (i) 40,000 shares of Class A common stock held by Mr. Reynolds; (ii) 50,000 shares of Class B common stock held by Mr. Reynolds; and (iii) 9,671 shares of Class A common stock and 6,250 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. Mr. Reynolds holds 43,750 unvested RSUs for which Mr. Reynolds does not have the right to acquire beneficial ownership of the underlying shares of Class B common stock within 60 days of March 31, 2020 and therefore are not included in the table.
|
(11)
|
Includes (i) 93,750 shares of Class B common stock held by Ms. Wilson; and (ii) 9,671 shares of Class A common stock and 6,250 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020.
|
(12)
|
Consists of (i) 1,828,987 shares of Class A common stock owned directly and indirectly by our directors and executive officers; (ii) 42,841,366 shares of Class B common stock owned directly and indirectly by our directors and executive officers; (iii) 17,504,433 shares of Class B common stock issuable to our executive officers and directors under outstanding stock options; (iv) 352,706 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020; and (v) 48,355 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2020. Excludes 6,895,878 unvested RSUs currently held by our executive officers and directors for which such persons do not have the right to acquire beneficial ownership of the underlying shares of Class B common stock and 19,792 unvested RSUs held by our executive officers and directors for which such persons do not have the right to acquire beneficial ownership of the underlying shares of Class A common stock, in each case within 60 days of March 31, 2020.
|
(13)
|
Includes (i) 5,410,710 shares of Class B common stock held of record by Bessemer Venture Partners VII Institutional L.P. (“BVP VII Inst”); (ii) 12,367,322 shares of Class B common stock held of record by Bessemer Venture Partners VII L.P. (“BVP VII”); and (iii) 20,869,749 shares of Class B common stock held of record by BVP VII Special Opportunity Fund L.P. (“BVP SOF,” and together with BVP VII Inst and BVP VII, the “BVP Entities”). Deer VII & Co. L.P. is the general partner of the BVP Entities. Deer VII & Co. Ltd. is the general partner of Deer VII & Co. L.P. Robert P. Goodman, J. Edmund Colloton, David Cowan, Jeremy Levine, Byron Deeter and Robert M. Stavis are the directors of Deer VII & Co. Ltd. and hold the voting and dispositive power for the BVP Entities. Investment and voting decisions with respect to the shares held by the BVP Entities are made by the directors of Deer VII & Co. Ltd. acting as an investment committee. Jeremy Levine disclaims beneficial ownership of the securities held by the BVP Entities, except to the extent of his pecuniary interest therein. The address for each of these entities is c/o Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538.
|
(14)
|
Includes (i) 1,952,355 shares of Class B common stock held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P. and AH Parallel Fund III-Q, L.P., or collectively, the AH Parallel Fund III Entities; (ii) 1,791,470 shares of Class B common stock held by AH Parallel Fund, L.P.; (iii) 21,002,561 shares of Class B common stock held Andreessen Horowitz Fund II, L.P., as nominee for Andreessen Horowitz Fund II, L.P., Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P., or collectively, the AH Fund II Entities; (iv) 2,446,240 shares of Class B common stock held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P., or collectively, the AH Fund III Entities; (v) 35,924 shares of Class A common stock received by AH Capital Management, L.L.C. pursuant to pro rata distributions by the AH Fund II Entities, AH Parallel Fund, the AH Fund III Entities, the AH Parallel Fund III Entities and PinAH, LLP; (vi) 510,710 shares of Class A common stock received by 1997 Horowitz Family Trust pursuant to pro rata distributions by the AH Fund II Entities, AH Parallel Fund, the AH Fund III Entities, the AH Parallel Fund III Entities and PinAH, LLP; and (vii) 615,126 shares of Class A common stock received by LAMA Community Trust pursuant to (a) pro rata distribution by each of SV Angel II-Q, L.P., SV Angel III, L.P. and SV Angel IV, L.P.; and (b) pro rata distribution by each of SV Angel II-Q, L.P., SV Angel III, L.P. and SV Angel IV, L.P. The shares directly held by the AH Parallel Fund III Entities are indirectly held by AH Equity Partners III (Parallel), L.L.C., or AH EP III Parallel, the general partner of the AH Parallel Fund III Entities, and by the managing members of AH EP III Parallel. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. AH EP III Parallel and its managing members share voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The shares held directly by the AH Fund II Entities and AH Parallel Fund, L.P., are indirectly held by AH Equity Partners II, L.L.C., or AH EP II, the general partner of the AH Fund II Entities and AH Parallel Fund, L.P., and by the managing members of AH EP II. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. AH EP II and its managing members share voting and dispositive power with regard to the securities held by the AH Fund II Entities and AH Parallel Fund, L.P. The shares held directly by the AH Fund III Entities are indirectly held by AH Equity Partners III, L.L.C., or AH EP III, the general partner of the AH Fund III Entities, and by the managing members of AH EP III. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III and its managing members share voting and dispositive power with regard to the securities held by the AH Fund III Entities. The address for each of these entities is 2865 Sand Hill Road, Suite 101, Menlo Park, CA 94025. Each of the indirect holders listed above disclaims beneficial ownership of the shares held by the entities affiliated with Andreessen Horowitz except to the extent of his, her or its pecuniary interest therein.
|
(15)
|
Based on the Schedule 13G filed with the SEC by Paul Cahill Sciarra on March 3, 2020 and other information provided to us. Includes (i) 26,902,217 shares of Class B common stock held by Paul Cahill Sciarra, as Trustee of the Sciarra Management Trust; (ii) 6,412,655 shares of Class B common stock held by U.S. Trust Company of Delaware, as Trustee of the PCS Legacy
|
(16)
|
Includes (i) 9,415,722 shares of Class A and 15,692,868 shares of Class B common stock held by FirstMark Capital I, L.P. (“FMC I”); (ii) 912,229 shares of Class A common stock and 1,520,380 shares of Class B common stock held by FirstMark Capital I(P), L.P. (“FMC I(P)”); (iii) 216,833 shares of Class A common stock and 361,389 shares of Class B common stock held by FirstMark Capital OF I, L.P. (“FMC OF I”); and (iv) 2,777,509 shares of Class A common stock and 4,629,182 shares of Class B common stock held by FirstMark Capital P2, L.P. (“FMC P2” and, collectively with FMC I, FMC I(P) and FMC OF I, the “FirstMark Entities”). FirstMark Capital I GP, LLC is the general partner of FMC I, and Richard Heitzmann and Amish Jani are the managers of FirstMark Capital I GP, LLC as the general partner entity. FirstMark Capital I(P) GP, LLC is the general partner of FMC I(P), and Richard Heitzmann and Amish Jani are the managers of FirstMark Capital I(P) GP, LLC as the general partner entity. FirstMark Capital OF I GP, LLC is the general partner of FMC OF I, and Richard Heitzmann and Amish Jani are the managers of FirstMark Capital OF I GP, LLC as the general partner entity. FirstMark Capital P2 GP, LLC is the general partner of FMC P2, and Richard Heitzmann and Amish Jani are the managers of FirstMark Capital P2 GP, LLC as the general partner entity. Each of Mr. Heitzmann and Mr. Jani disclaims beneficial ownership of the shares held by the FirstMark Entities, except to the extent of his pecuniary interest therein. The address for each of these entities is 100 5th Avenue, 3rd Floor, New York, NY 10011.
|
(17)
|
Based on the Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February 11, 2020. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 16,687 shares of Class A common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 119,111 shares of Class A common stock as a result of its serving as investment manager of Australian investment offerings. Vanguard may be deemed to have sole voting power with respect to 70,258 shares and shared voting power with respect to 34,890 shares. Vanguard may be deemed to have sole dispositive power with respect to 23,592,453 shares and shared dispositive power with respect to 82,227 shares. The address for Vanguard is 100 Vanguard Blvd, Malvern, Pennsylvania 19355.
|
(18)
|
Based on the Schedule 13G filed with the SEC by Flossbach von Storch AG (“Flossbach AG”) and Flossbach von Storch Invest S.A. (“Flossbach SA”) on February 11, 2020. Flossbach S.A. is the relevant entity for which Flossbach AG may be considered a parent holding company. Flossbach AG may be deemed to have beneficial ownership over 22,022,939 shares of Class A common stock and Flossbach SA may be deemed to have beneficial ownership over 20,411,200 shares of Class A common stock. Flossbach AG may be deemed to have sole voting power with respect to 0 shares and shared voting power with respect to 20,411,200 shares. Flossbach SA may be deemed to have sole voting power with respect to 0 shares and shared voting power with respect to 20,411,200 shares. Flossbach AG may be deemed to have sole dispositive power with respect to 1,611,739 shares and shared dispositive power with respect to 20,411,200 shares. Flossbach SA may be deemed to have sole dispositive power with respect to 0 shares and shared dispositive power with respect to 20,411,200 shares. The address for Flossbach AG is Ottoplatz 1, 50679 Cologne, Germany. The address for Flossbach SA is 6 Avenue Marie, Thérèse, L- 2132 Luxembourg.
|
(19)
|
Based on the Schedule 13G/A filed with the SEC on February 7, 2020 by FMR LLC, Abigail P. Johnson and Fidelity Contrafund. FMR LLC and Abigail P. Johnson may be deemed to have beneficial ownership over 21,835,568 shares of Class A common stock and Fidelity Contrafund may be deemed to have beneficial ownership over 16,789,593 shares of Class A common stock. FMR LLC may be deemed to have sole power to vote 843,091 shares of Class A common stock and sole power to dispose of 21,835,568 shares of Class A common stock. Abigail P. Johnson may be deemed to have sole power to dispose of 21,835,568 shares. Fidelity Contrafund may be deemed to have sole power to vote 16,789,593 shares of Class A common stock. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address of each of FMR LLC, Abigail P. Johnson and Fidelity Contrafund is 245 Summer Street, Boston, MA 02210.
|
•
|
Employment arrangements.
|
○
|
Vikram Bhaskaran, who is the brother-in-law of Benjamin Silbermann, our president and chief executive officer, is employed by us as Head of Strategic Partnerships, in a non-executive capacity. His total cash compensation received in 2019 in his role as Global Head of Vertical Strategy & Marketing, which is comprised of a base salary, bonus and commission, was $238,267, which was in line with similar roles at the company. Additionally, we granted Mr. Bhaskaran equity awards covering 9,834 shares during this time on the same general terms and conditions as applicable to other employees in similar positions.
|
○
|
Ari Simon, who will be employed by an organization wholly owned by Benjamin Silbermann, our president and chief executive officer, and his wife, will be a fixed term employee of Pinterest. His compensation for 2020 comprises of a base salary of $240,000, a sign-on bonus of $150,000 and is entitled to benefits similar to other full-time Pinterest employees.
|
•
|
Limitation of liability and indemnification for directors and officers. Our certificate of incorporation eliminates the potential personal monetary liability of our directors to us or our stockholders for breaches of their duties as directors except as otherwise required under Delaware law. In addition, our certificate of incorporation and bylaws as well as the indemnification agreements that we have entered into with our directors and officers provide for their indemnification to the fullest extent permitted by Delaware law, including payment of expenses in advance of resolution of any such matter. We also maintain standard policies of insurance under which, subject to the limitations of the policies, coverage is provided (i) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and (ii) to us with respect to payments which we may make to such officers and directors pursuant to our indemnification obligations or otherwise as a matter of law.
|
•
|
one Form 4 to report a conversion of Class B shares to Class A shares for Todd Morgenfeld was inadvertently filed late due to administrative error.
|
•
|
one Form 3 to report Class B shares held by Paul Sciarra and one Form 4 to report acquisition of Class A and Class B shares for Paul Sciarra were filed late.
|
•
|
You can submit questions in advance of and during the annual meeting. Our question and answer session will include questions submitted both in advance of and live during the annual meeting. You may submit a question in advance of the annual meeting at www.proxyvote.com or during the annual meeting at www.virtualshareholdermeeting.com/PINS2020, in each case by logging in with your 16-digit control number. We plan to answer as many questions during the annual meeting as time permits and post answers to all questions submitted that are relevant to our business on our investor relations website shortly after the annual meeting.
|
•
|
Tech support will be available to facilitate your access to the annual meeting. We encourage you to access the annual meeting before it begins. Online check-in will start shortly before the annual meeting on May 21, 2020. We will have technicians available to assist you. If you have difficulty accessing the annual meeting, please follow the instructions at the annual meeting website to connect with a technician via phone.
|
•
|
At the annual meeting, by following the log in procedures described above and completing the online form during the annual meeting.
|
•
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Online, by going to www.proxyvote.com and following the prompts.
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Proposal
|
| |
Board
Recommendation |
| |
Required
Vote |
| |
Effect of
|
| |||
|
Withholding /
Abstentions |
| |
Broker Non-
Votes |
| |||||||||
|
1. Election of directors
|
| |
For each nominee
|
| |
Plurality of votes cast (nominees that receive the most FOR votes will be elected)
|
| |
No effect
|
| |
Not counted as entitled to vote and so no effect
|
|
|
2. Ratification of selection of Ernst & Young
|
| |
For
|
| |
Majority of the voting power of the shares represented at the meeting and entitled to vote on the matter
|
| |
Same as a vote AGAINST
|
| |
Not applicable (brokers have voting discretion)
|
|
|
3. Advisory vote on frequency of say-on-pay votes
|
| |
For annual say-on-pay votes
|
| |
Majority of the voting power of the shares represented at the meeting entitled to vote on the matter
|
| |
Same as a vote AGAINST all options
|
| |
Not counted as entitled to vote and so no effect
|
|
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