Pinterest Board Changes and Executive Compensation Update

TL;DR

Pinterest board shakeup: Evan Sharp out, J. William McNamara in. Executive pay details also filed.

AI Summary

Pinterest, Inc. announced on January 6, 2025, changes in its board of directors and executive compensation. Specifically, the company reported the departure of director Evan Sharp and the election of new director, J. William McNamara. Additionally, the filing details compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Pinterest, Inc. (company) — Registrant
• Evan Sharp (person) — Departing Director
• J. William McNamara (person) — Elected Director
• January 6, 2025 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.00001 — which registered Class A Common Stock, $0.00001 par value PINS New York Stock Exchange
• $18,000,000 — ecutive Officer, with a target value of $18,000,000, representing 572,884 PSUs at the targe

Filing Documents

• pins-20250106.htm (8-K) — 24KB
• 0001506293-25-000003.txt ( ) — 146KB
• pins-20250106.xsd (EX-101.SCH) — 2KB
• pins-20250106_lab.xml (EX-101.LAB) — 22KB
• pins-20250106_pre.xml (EX-101.PRE) — 13KB
• pins-20250106_htm.xml (XML) — 3KB

From the Filing

pins-20250106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM 8-K ________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 6, 2025 _________________________ Pinterest, Inc. (Exact Name of Registrant as Specified in its Charter) _________________________ Delaware 001-38872 26-3607129 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 651 Brannan Street San Francisco , California 94107 (Address of principal executive offices, including zip code) ( 415 ) 762-7100 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) _________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A Common Stock, $0.00001 par value PINS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Approval of Performance-Based Restricted Stock Unit Awards On January 6, 2025, the Talent Development and Compensation Committee of the Board of Directors (the "Committee") of Pinterest, Inc. (the "Company") granted an award of performance-based restricted stock units ("PSUs") to Bill Ready, the Company's Chief Executive Officer, with a target value of $18,000,000, representing 572,884 PSUs at the target level of performance, in order to further incentivize long-term shareholder value creation. The number of PSUs that can be earned will range from 0% to 200% of the target number of PSUs, based on the Company's relative total shareholder return versus the companies in the Nasdaq CTA Internet Index measured over a three-year performance period from January 1, 2025 through December 31, 2027, as certified by the Committee. Subject to certain exceptions, the vesting of the PSUs is subject to Mr. Ready's continued service with the Company through the certification date following the performance period. The PSUs are subject to the terms of the Pinterest, Inc. 2019 Omnibus Incentive Plan and the PSU award agreement, which agreement will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PINTEREST, INC. Date: January 10, 2025 By: /s/ Wanji Walcott Wanji Walcott Chief Legal and Business Affairs Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR