Pinterest (PINS) Proxy Filing summary

Executive summary

• Achieved record 553 million global monthly active users and $3.65 billion in revenue for 2024, with net income of $1.86 billion and adjusted EBITDA of $1.03 billion, reflecting a 19% revenue growth rate and a 50% increase in adjusted EBITDA compared to 2023.

• Integrated AI across user experience and advertising, launching new lower funnel ad products and automating campaigns for advertisers.

• Continued focus on ESG, investing nearly $11 million in youth mental health initiatives and exceeding first-year commitments to the Inspired Internet Pledge.

• Board and management remain committed to sustainable growth, innovation, and positive impact.

Voting matters and shareholder proposals

• Four Class III directors nominated for election to serve until 2028.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Approval of an amendment to the certificate of incorporation to provide for officer exculpation as permitted by Delaware law.

Board of directors and corporate governance

• Board consists of 11 members with diverse backgrounds in technology, finance, media, and e-commerce; 9 of 11 are independent.

• Board chair and CEO roles are separated; lead independent director role reinforces board independence.

• Three standing committees: audit, compensation, and governance, all fully independent.

• Regular board refreshment, annual self-evaluations, and stock ownership requirements for directors.

• Proxy access allows qualifying shareholders to nominate directors.