PINTEREST INC
For the period ended Apr 10, 2024. Filed Apr 10, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 10, 2024 · Filed Apr 10, 2024
Use the contents to explore the available documents and sections.
Contents
Pay versus performance
As discussed in the Compensation Discussion and Analysis above, the compensation committee generally takes into consideration the company’s financial and operating performance while determining the individual executive officer’s performance to align our executive officers’ pay with company performance. However, the company did not formally use any specific financial performance measures in setting NEOs' executive compensation during the periods presented below.
As required by Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between executive compensation actually paid to our NEOs and certain financial performance of the company.
| Pinterest 2024 Proxy Statement | 49 |
|---|
In this section first principal executive officer ("PEO") refers to Benjamin Silbermann, our former CEO, and second PEO refers to Bill Ready, our current CEO.
Pay-versus-performance
| Year · SummaryCompensationTable Totalfor First PEO($)(1) · SummaryCompensationTable Total forSecond PEO($)(1) · CompensationActually Paidto First PEO($)(2) · CompensationActually Paidto Second PEO($)(2) · AverageSummaryCompensationTable Totalfor Non-PEONEOs($)(1)(3) · AverageCompensationActually Paidto Non-PEONEOs($)(2)(3) · Value of Initial Fixed $100Investment Based On: · Net Income(Loss) ($)(in thousands)(5) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| TotalStockholderReturn($)(4) · Peer GroupTotalStockholderReturn($)(4) | |||||||||
| 2023 | — | 522,667 | — | 74,249,630 | 11,333,745 | 13,760,300 | 199 | 142 | (35,610) |
| 2022 | 202,028 | 122,651,735 | (13,866,816) | 153,878,150 | 411,737 | (11,364,015) | 123 | 104 | (96,047) |
| 2021 | 199,100 | — | (32,587,745) | — | 11,394,930 | (25,236,449) | 173 | 180 | 316,438 |
| 2020 | 199,100 | — | 81,738,645 | — | 4,047,470 | 49,261,185 | 294 | 181 | (128,323) |
(1)The dollar amounts reported represent (i) the total compensation reported in our Summary Compensation Table above for our first PEO and second PEO and (ii) the average total compensation paid of our non-PEO NEOs for the covered fiscal years. For the years reported in the table, Benjamin Silbermann was our first PEO from January 2020 to July 2022, and Bill Ready was our second PEO from July 2022 to December 2023.
(2)The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation reported in our Summary Compensation Table to determine the compensation actually paid for our first and second PEO and the average total compensation paid of our non-PEO NEOs:
| Year | Reported SummaryCompensation Table Totalfor First PEO ($) | Reported Value ofEquity Awards($)(a) | Equity AwardAdjustments($)(b) | Compensation ActuallyPaid to First PEO ($) |
|---|---|---|---|---|
| 2022 | 202,028 | — | (14,068,844) | (13,866,816) |
| 2021 | 199,100 | — | (32,786,845) | (32,587,745) |
| 2020 | 199,100 | — | 81,539,545 | 81,738,645 |
| Year | Reported SummaryCompensation Table Totalfor Second PEO ($) | Reported Value ofEquity Awards ($)(a) | Equity AwardAdjustments($)(b) | Compensation ActuallyPaid to Second PEO($) |
|---|---|---|---|---|
| 2023 | 522,667 | — | 73,726,963 | 74,249,630 |
| 2022 | 122,651,735 | 122,348,083 | 153,574,498 | 153,878,150 |
| Year | Average ReportedSummary CompensationTable Total forNon-PEO NEOs($) | Average ReportedValue of Equity Awards($)(a) | AverageEquity AwardAdjustments($)(b) | AverageCompensationActually Paid toNon-PEO NEOs($) |
|---|---|---|---|---|
| 2023 | 11,333,745 | 10,458,498 | 12,885,053 | 13,760,300 |
| 2022 | 411,737 | — | (11,775,752) | (11,364,015) |
| 2021 | 11,394,930 | 11,068,714 | (25,562,665) | (25,236,449) |
| 2020 | 4,047,470 | 3,763,072 | 48,976,787 | 49,261,185 |
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the covered fiscal year.
(b)Equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for
| 50 | Pinterest 2024 Proxy Statement |
awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| First PEO | |||||||
|---|---|---|---|---|---|---|---|
| Year | Year End FairValue of EquityAwardsGranted in theYear andUnvested atYear End ($) | Year over YearChange in FairValue ofOutstandingand UnvestedEquity Awards($) | Fair Value as ofVesting Date ofEquity AwardsGranted andVested in the Year($) | Year over YearChange in FairValue of EquityAwards Granted inPrior Years thatVested in the Year($) | Fair Value at the Endof the Prior Year ofEquity Awards thatFailed to Meet VestingConditions in the Year($) | Value of Dividends orother Earnings Paid onStock or Option Awardsnot Otherwise Reflectedin Fair Value ($) | TotalEquityAwardAdjustments($) |
| 2022 | — | (8,449,012) | — | (5,619,832) | — | — | (14,068,844) |
| 2021 | — | (34,475,010) | — | 1,688,165 | — | — | (32,786,845) |
| 2020 | — | 77,191,365 | — | 4,348,180 | — | — | 81,539,545 |
| Second PEO | |||||||
|---|---|---|---|---|---|---|---|
| Year | Year End FairValue of EquityAwardsGranted in theYear andUnvested atYear End ($) | Year over YearChange in FairValue ofOutstandingand UnvestedEquity Awards($) | Fair Value as ofVesting Date ofEquity AwardsGranted andVested in the Year($) | Year over YearChange in FairValue of EquityAwards Granted inPrior Years thatVested in the Year($) | Fair Value at the Endof the Prior Year ofEquity Awards thatFailed to Meet VestingConditions in the Year($) | Value of Dividends orother Earnings Paid onStock or Option Awardsnot Otherwise Reflectedin Fair Value ($) | TotalEquityAwardAdjustments ($) |
| 2023 | — | 70,090,677 | — | 3,636,286 | — | — | 73,726,963 |
| 2022 | 144,492,263 | — | 9,082,235 | — | — | — | 153,574,498 |
| Average Non-PEO NEOs | |||||||
|---|---|---|---|---|---|---|---|
| Year | Year End FairValue of EquityAwardsGranted in theYear andUnvested atYear End ($) | Year over YearChange in FairValue ofOutstandingand UnvestedEquity Awards($) | Fair Value as ofVesting Date ofEquity AwardsGranted andVested in the Year($) | Year over YearChange in FairValue of EquityAwards Granted inPrior Years thatVested in the Year($) | Fair Value at the Endof the Prior Year ofEquity Awards thatFailed to Meet VestingConditions in the Year($) | Value of Dividends orother Earnings Paid onStock or Option Awardsnot Otherwise Reflectedin Fair Value ($) | TotalEquityAwardAdjustments($) |
| 2023 | 9,302,870 | 174,804 | 2,789,528 | 617,851 | — | — | 12,885,053 |
| 2022 | — | (3,738,316) | — | (3,757,769) | (4,279,667) | — | (11,775,752) |
| 2021 | — | (24,500,725) | — | (1,061,940) | — | — | (25,562,665) |
| 2020 | 15,418,903 | 36,700,249 | 691,287 | 3,467,016 | (7,300,668) | — | 48,976,787 |
(3)The non-PEO NEOs represent the following individuals for each of the fiscal years shown:
| Year | Non-PEO NEOs |
| 2023 | Julia Brau Donnelly, Todd Morgenfeld, Malik Ducard, Sabrina Ellis, Wanji Walcott |
| 2022 | Todd Morgenfeld, Christine Flores, Naveen Gavini, Wanji Walcott |
| 2021 | Evan Sharp, Todd Morgenfeld, Christine Flores, Naveen Gavini |
| 2020 | Evan Sharp, Todd Morgenfeld, Christine Flores, Françoise Brougher |
(4)The company and peer group total stockholder return (''TSR") assumed an initial investment of $100 on December 31, 2019. The peer group used for purposes of this table is the compensation peer group set forth in "—Compensation Discussion and Analysis—Competitive positioning" of our proxy statement. For 2023, Coinbase, Match Group, Qualtrics International and SoFi Technologies were added to the peer group and Activision, Adobe, Airbnb, Intuit and ServiceNow were removed from the 2022 peer group using the same criteria we used to establish the compensation peer group in "—Compensation Discussion and Analysis—Competitive positioning" of our proxy statement.
(5)The dollar amounts reported represent net income (loss) in our "Notes to consolidated financial statements" included in our annual report on Form 10-K for the applicable year.
| Pinterest 2024 Proxy Statement | 51 |
|---|
Performance discussion
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs and the average of Compensation Actually Paid to our other NEOs to (i) the company’s cumulative TSR and peer group TSR and (ii) net income over the four most recently completed fiscal years.
Compensation Actually Paid Versus Company TSR
Compensation Actually Paid Versus Company Net Income
| 52 | Pinterest 2024 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.