Pinterest (PINS) Proxy Filing summary

Executive summary

• Achieved record 553M global monthly active users and $3.65B in revenue for 2024, with net income of $1.86B and adjusted EBITDA of $1.03B, reflecting a 19% revenue growth rate and 50% increase in adjusted EBITDA year-over-year.

• AI integration expanded across user experience and advertising, driving personalization and automation for advertisers.

• Continued focus on ESG, youth mental health, and positive online experiences, with $11M invested in global mental health initiatives and new partnerships like the Youth Mental Health Corps.

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, and approval of an amendment to the certificate of incorporation for officer exculpation under Delaware law.

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

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

• Board leadership roles are separated: CEO and non-executive chair, with a lead independent director.

• 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 stockholders to nominate directors.