Notice of 2023
Annual Meeting &
Proxy Statement
2022 Annual Report
Our missionOur mission is to bring everyonethe inspiration to create a life they loveOur core valuesOur core values bring Pinterest to life Because we aim to achieve our ambitious goal of inspiring the world, our everyday work is grounded in core values that reflect the beliefs and principles we cherish most. This includes doing right by our users, making big bets and taking smart risks, maintaining a high standard of excellence and innovation, collaborating closely, and creating a culture of belonging. Letter from the CEO
Dear fellow stockholders,
In 2022, I joined Pinterest as CEO because I knew the enormous value we could
deliver to users, advertisers and the world. Nine months into the job, my belief in the
long-term potential and power of our company has only grown.
At Pinterest, we are driven by our mission to bring everyone the inspiration to create
a life they love. At a time when so much of the internet has become toxic and
addictive, Pinterest is building a platform that is positive and productive—one where
people can discover inspiring ideas, plan their futures, and shop with brands to make
their plans a reality.
Despite the macro-economic headwinds of the past year, I am very proud of our
team for how they continued executing. In 2022, we made a number of investments
to improve the user experience with more personalized content and deepen
engagement. We also innovated for advertisers, creating better measurement tools,
adding new formats and more seamless handoffs to merchant sites.
These investments have started to pay off. Pinterest’s fiscal year 2022 revenue grew
9% year-over-year. And we returned to user growth, ending the year with 450
monthly active users, a 4% increase from the year before.
To build on this progress, in 2023, we are intensely focused on four strategic
priorities: (1) growing monetization and engagement per user, (2) integrating
shopping into the core product experience, (3) improving operational rigor and
margin expansion, and (4) strengthening our efforts as a positive and brand-safe
platform. Advancing these goals will continue to improve the value we offer users
and advertisers, and benefit shareholder value as well.
In addition, we are stepping up our efforts beyond our product to drive positive
change for our business and society. Our ESG Impact strategy includes efforts to
nurture our employees, care for communities, take care of our planet and ensure
governance and ethics are at the heart of everything we do as a business.
I am proud of the momentum we are creating across our business. And I am even
more excited about the opportunities ahead. I’m grateful to all of our employees,
users, partners and stockholders for their support. I can’t wait to see what we will
achieve together in the year ahead and beyond.
Sincerely,
Bill Ready
Chief Executive Officer
“Despite the macro-
economic headwinds
of the past year, I am
very proud of our
team for how they
continued executing.
Pinterest’s fiscal year
2022 revenue grew
9% year-over-year.
And we returned to
user growth, ending
the year with 450
monthly active users,
a 4% increase from
the year before. I am
proud of the
momentum we are
creating across our
business. And I am
even more excited
about the
opportunities ahead.”
Pinterest 2023 Proxy Statement
1
Performance highlightsCompany overviewOur mission is to bring everyone the inspiration to create a life they love.Pinterest is a visual discovery engine. It is where you find and do what you love. With Pinterest, you can discover useful and relevant ideas that inspire you to do and shop.Pinterest began as a tool to help people collect the things they were passionate about online. But it soon became apparent that the real joy was getting inspired by what other people shared and applying that inspiration to your own lives.Users, also referred to as Pinners, began using the platform to answer everyday questions like “What should I cook?” and “What should I wear?” They also used it for epic goals like getting a tattoo or building motorcycles. Whatever the interest, people have told us that life gets a little bit better when they can use these ideas to make more of their moments.Today, 450 million people come to the platform every month to explore and experience more than 240 billion ideas that have been saved. We’re proud to help people discover and do what they love. And the really exciting part is that we are just getting started.Our headquarters are in San Francisco, CA. We have over 3,900 employees in offices across the globe, including in United States, Ireland, Germany, United Kingdom, France, Brazil, Mexico, Japan, Canada, Spain, Italy, Singapore, Netherlands, Poland and Australia. 2Pinterest 2023 Proxy Statement Business and strategic highlightsOverview of 2022 resultsOur key financial and operating results as of and for the year ended December 31, 2022 are as follows:Monthly active users(in millions)Revenue(in millions) Revenue$2,803MGlobal Monthly active users (“MAUs”)(1)450MAverage revenue per user ("ARPU")(2)$6.36Net income (loss) $(96)MAdjusted EBITDA(3)$442MNet income (loss)(in millions)Adjusted EBITDA(in millions) Average revenue per user(1)We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. We present MAUs based on the number of MAUs measured on the last day of the current period. (2)We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur(3)Adjusted EBITDA is a non-GAAP financial measure. We define adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest and other (income) expense, net and provision for (benefit from) income taxes, and non-cash charitable contributions. See Appendix A to this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. Performance highlightsPinterest 2023 Proxy Statement3XX202220211229521512495231EuropeU.S. & CanadaRest of World$95$62$XX$XX$XX$XX20222021$2,133$2,309EuropeU.S. & CanadaRest of World$398$38220222021Net income (loss)$316$(96)20222021Adj. EBITDA$814$442XX20222021$3.03$21.07$0.29$3.23$24.38$0.43EuropeU.S. & CanadaRest of World Table of contentsLetter from the CEO1Performance highlights2Notice of annual meeting of stockholders5Proxy summary6Election of directors10Proposal 1: Election of directors111718191922242427282930Our board of directorsDirector selection and recruitment Director independenceCorporate governanceBoard structure and roleBoard’s roleBoard engagementESG impactOther governance practicesDirector compensation2022 Director compensation tableExecutive officersExecutive compensation32Proposal 2: Advisory non-binding vote on our named executive officers’ compensationCompensation discussion and analysis33Compensation committee report41Compensation tables42CEO pay ratio48Pay versus performance48Equity compensation plan information53Audit matters54Proposal 3: Ratification of selection of independent auditorPrincipal accountant fees and services54Pre-approval policies and procedures55Audit committee report55Stockholder proposals56Proposal 44Pinterest 2023 Proxy StatementProposal 5Security ownership of certain beneficial owners and management63Delinquent section 16(a) reports67Other matters68Related party transactions68Certain legal matters69Stockholder proposals for the 2024 annual meeting of stockholders69Voting and annual meeting information70Appendix A — Information regardingNon-GAAP financial measures 75Helpful resourcesNote about our websites and reports and forward-looking statements: Website references are provided in this proxy statement for convenience only. The content of any referenced websites or reports, including any other websites or reports referenced or discussed in this proxy statement, are not deemed to be part of, nor incorporated by reference into, this proxy statement. We assume no liability for the content contained on the referenced websites.This proxy statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical facts included in the proxy statement, including statements about the company’s goals, progress or expectations with respect to corporate responsibility, sustainability, corporate governance, executive compensation and other matters, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this proxy statement. Such risks, uncertainties and other factors include those risks described in “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” in the company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. Notice of annual meetingof stockholdersYou are cordially invited to attend the 2023 annual meeting of stockholders ("annual meeting") on Thursday, May 25, 2023, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at www.virtualshareholdermeeting.com/PINS2023. Whether or not you expect to attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by proxy, you may still vote at the virtual annual meeting by following the instructions under “Voting and annual meeting information”.Voting itemsDate and TimeThursday, May 25, 2023, at 8:00 a.m. Pacific TimeLocationwww.virtualshareholder meeting.com/PINS2023Who Can VoteStockholders as of March 29, 2023 are entitled to voteHow to VoteInternetwww.proxyvote.comPhone1-800-690-6903MailComplete, sign and date the enclosed proxy card or voting instruction card and return it promptly in the envelope providedProposalsBoard Vote RecommendationFor Further Details1To elect the four Class I nominees for director named in the accompanying proxy statement to hold office until the 2026 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.“FOR” each director nomineePage 102To approve, on an advisory non-binding basis, the compensation of our named executive officers (“say-on-pay”).“FOR”Page 323To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year 2023.“FOR”Page 544-5To consider and vote on stockholder proposals set forth in the proxy statement, if properly presented. “AGAINST”Page 56We will also conduct any other business properly brought before the annual meeting.These proposals, as well as instructions for accessing the virtual annual meeting, are more fully described in the accompanying proxy statement and a list of registered stockholders as of the record date will be accessible during the meeting at www.virtualshareholdermeeting.com/PINS2023. The record date for the annual meeting is March 29, 2023. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof. We expect to begin mailing a notice of internet availability of proxy materials on April 12, 2023, to all stockholders of record entitled to vote at the annual meeting.By Order of the Board of DirectorsWanji WalcottChief Legal Officer and SecretarySan Francisco, CaliforniaApril 12, 2023Important notice regarding the availability of proxy materials for Pinterest’s 2023 annual meeting of stockholders: The notice, proxy statement and annual report are available at www.proxyvote.com.Pinterest 2023 Proxy Statement5 Proxy summaryThis summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.Proxy statement for the 2023 annual meeting of stockholdersHeadquarters: 651 Brannan Street, San Francisco, California 94107 | (415) 762-7100 Date and TimeTo Be Held Online at 8:00 a.m. Pacific Time on Thursday, May 25, 2023 Locationwww.virtualshareholdermeeting.com/PINS2023 Investor Relations Websiteinvestor.pinterestinc.comThis proxy statement is furnished in connection with the solicitation of your proxy by our board of directors (‘‘board’’) to vote at the 2023 annual meeting of stockholders (‘‘annual meeting’’), including at any adjournments or postponements of the annual meeting. This proxy statement contains information to be voted on at the annual meeting and certain other information required by Securities and Exchange Commission (‘‘SEC’’) rules. In accordance with SEC rules, we are making our proxy materials available at www.proxyvote.com with an option to request a printed set be mailed to you. We expect to begin mailing a notice of internet availability of proxy materials on April 12, 2023, to all stockholders of record entitled to vote at the annual meeting. This notice contains instructions for viewing the proxy materials and voting online and requesting a printed set of proxy materials.You are cordially invited to attend the annual meeting on Thursday, May 25, 2023, at 8:00 a.m. Pacific Time, which we are holding exclusively online via live webcast at www.virtualshareholdermeeting.com/PINS2023. Whether or not you expect to attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by proxy, you may still vote at the virtual annual meeting by following the instructions under ‘‘Voting and annual meeting information’’.AgendaProposalsBoard Vote RecommendationFor Further Details1To elect the four Class I nominees for director named in the accompanying proxy statement to hold office until the 2026 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.“FOR” each director nomineePage 102To approve, on an advisory non-binding basis, the compensation of our named executive officers (“say-on-pay”).“FOR”Page 323To ratify the audit and risk committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year 2023.“FOR”Page 544-5To consider and vote on stockholder proposals set forth in the proxy statement, if properly presented. “AGAINST”Page 566Pinterest 2023 Proxy Statement Our board of directorsThe following table provides summary information about each of our current directors, including the four nominees for election at the annual meeting. NamePrincipal OccupationAgeDirector SinceIndependentCommittee Memberships Jeffrey JordanManaging Partner,Andreessen Horowitz642011YesGovernance Committee* Jeremy LevinePartner, BessemerVenture Partners492011YesGovernanceCommittee (chair) Gokul RajaramCorporate Development andStrategy Lead, DoorDash482020YesCompensation Committee** Marc SteinbergSenior Portfolio Manager, ElliottManagement Corporation332022YesAudit Committee*** Fredric ReynoldsFormer EVP & CFO,CBS Corporation722017YesAudit Committee (chair) Evan SharpCo-Founder &Advisor, Pinterest402019NoNone Andrea WishomLead Independent DirectorPresident, Skywalker Holdings532020YesCompensation Committee Leslie KilgoreFormer Chief MarketingOfficer, Netflix572019YesCompensation Committee (chair);Audit Committee Bill ReadyChief ExecutiveOfficer, Pinterest432022NoNone Benjamin SilbermannCo-Founder and ExecutiveChair, Pinterest402008NoNone Salaam Coleman SmithFormer EVP, ABC Family532020YesAudit Committee; Governance Committee(*) Our nominating and corporate governance committee is referred to as “governance committee” throughout this proxy statement. (**) Our talent development and compensation committee is referred to as “compensation committee” throughout this proxy statement.(***) Our audit and risk committee is referred to as "audit committee" throughout this proxy statement. Proxy summaryPinterest 2023 Proxy Statement7Nominees for ElectionContinuing Directors Board snapshotThe following charts reflect the age, independence, tenure, gender and race/ethnicity of the members of our board continuing in office following the annual meeting, assuming the election of all nominees: AgeIndependenceTenureGenderRace/EthnicitySkills and experienceGovernanceSales & marketing8/115/11ManagementGlobal9/1110/11TechnologyMedia & content9/118/11FinanceE-commerce7/116/11For more information about our board members, see page 12 of this proxy statement.Corporate governance highlightsOur corporate governance practices are designed to promote the long-term interests of our stockholders, strengthen board and management accountability and foster responsible decision-making. The following table summarizes our corporate governance policies and practices. lead independent director board chair and CEO roles held by two different people fully independent board committees diverse board in terms of skills, independence, gender, race/ethnicity regular board refreshment with 5 new directors since 2019 board service limited to no more than 5 public companies, including the Pinterest board annual self-evaluation of the full board regular review of board succession planning minimum stock ownership requirement director resignation policy director retirement age of 72 proxy access for qualifying stockholders regular stockholder engagementFor more information about our corporate governance practices, see page 19 of this proxy statement.Proxy summary8Pinterest 2023 Proxy Statement 4 <45 5 45-60 2 >60 8 Independent 3 Non-Independent 5 3 and less years 3 4-10 years 3 10+ years 8 Male 3 Female 3 Racially/Ethnically Diverse 1 Declined to disclose Executive compensation highlightsWe endeavor to maintain sound governance standards through the administration of our executive compensation program. The following tables summarize our compensation governance policies and practices.What we do fully independent compensation committee independent compensation consultant to the compensation committee annual review of the compensation program, best practices and market trends majority of executive compensation tied to stock value annual review of succession plans for key officers “double trigger” termination required for vesting in equity in connection with change in control annual stockholder advisory non-binding vote on our compensation program (say-on-pay) clawback policy for misconduct resulting in financial restatement minimum stock ownership requirement What we don’t do pension and executive retirement plans significant perquisites to executive officers supplemental executive benefits “single trigger” vesting in equity in connection with change in control employee and director hedging and pledging of our equity securities tax gross-ups on change in control payments dividends or equivalents on unvested equity awardsFor more information about our executive compensation practices and policies, see page 33 of this proxy statement.Proxy summaryPinterest 2023 Proxy Statement9 Election of directors
Proposal 1
Election of directors
Our board is currently comprised of eleven members. In accordance with our amended and restated certificate of
incorporation (our "certificate of incorporation"), our board is divided into three staggered classes of directors. At the
annual meeting, four Class I directors will stand for election for a three-year term. Each director’s term continues until the
election and qualification of their successor, or until their office is otherwise vacated.
Each of the nominees standing for election at the annual meeting currently serves as a director. Three of the four
director nominees, Jeffrey Jordan, Jeremy Levine and Gokul Rajaram were most recently elected by our stockholders at
the 2020 annual meeting of stockholders. In December 2022, our board appointed Marc Steinberg as a Class I director.
Mr. Steinberg was appointed pursuant to the cooperation agreement entered into by and among the company, Elliott
Associates, L.P. and Elliott International L.P. A description and copy of the cooperation agreement is available on the
Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 6, 2022.
Upon recommendation by our governance committee, the board has nominated each of them for election for a term of
three years (through the 2026 annual meeting of stockholders) and until their successors have been duly elected and
qualified, or until their office is otherwise vacated.
The board recommends a vote FOR each director nominee
10
Pinterest 2023 Proxy Statement
Our board of directorsBoard diversityWe believe the diversity, skills and experience of our directors as described below, provide us with a diverse range of perspectives and judgment necessary to guide our strategies and monitor their execution.Our board is composed of a diverse group of individuals, with diverse backgrounds, experience and skills relevant to our company. Many of the directors have senior leadership experience at major U.S. and international companies. In these positions, they have also gained experience in areas such as management, financial planning, public company governance, sales and marketing, media and content, e-commerce and international business. Many of our directors have experience serving on boards and board committees of other public companies, and have an understanding of corporate governance practices and trends and different business processes, challenges and strategies. Further, our directors also have other experience that makes them valuable members of the board, including experience in established or growing technology companies. AgeIndependenceTenureGenderRace/EthnicityBoard experience and expertiseThe following reflects the experience and expertise of the members of our board continuing in office following the annual meeting, assuming the election of all nominees:GovernanceGovernance experience supports our emphasis on strong board and management accountability, transparency, protection of stockholder interests and long-term value creation.ManagementLeadership and management experience enables our board to provide advice, guidance and assess the performance of our own management and workforce.TechnologyExperience in the technology sector is valuable to effectively oversee and understand our product strategy and roadmap and the industry as a whole.FinanceFinancial expertise provides our board with the financial acumen necessary to inform its oversight of our financial performance and reporting, internal controls and long-term strategic planning.8 Directors9 Directors9 Directors 7 Directors Sales & MarketingExperience in sales and marketing enables the directors to provide valuable advice and oversight over our ads business, sales and marketing activities and growth strategy.GlobalExperience leading large, global companies and teams helps the directors to advise us on our international growth and expansion.Media & ContentExperience in the media industry and/or with content focused companies enables directors to meaningfully oversee long term strategy on content and creators.E-commerceExperience with e-commerce supports us in developing and strengthening the shopping initiatives on our platform.5 Directors11 Directors8 Directors6 DirectorsElection of directorsPinterest 2023 Proxy Statement11 4 <45 5 45-60 2 >60 8 Independent 3 Non-Independent 5 3 and less years 3 4-10 years 3 10+ years 8 Male 3 Female 3 Racially/Ethnically Diverse 1 Declined to disclose Class I director nominees for election at the 2023annual meeting of stockholdersJeffrey JordanManaging Partner, Andreessen HorowitzDirector since 2011 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, including Instacart and previously served on the board of OpenTable, Inc. from 2007 to 2013.Our committees•Governance Committee (member)Other current public boards•Airbnb, Inc. (chair of nominating and corporate governance committee and member of the audit, risk and compliance committee)•Accolade, Inc. (member of compensation committee)Education•Master of Business Administration, Stanford University Graduate School of Business•Bachelor of Arts, Amherst CollegeRelevant experienceExtensive experience as a C-suite-level officer and director of technology companies and as a venture capitalist Jeremy LevinePartner, Bessemer Venture PartnersDirector since 2011 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. Mr. Levine currently serves on the board of many private companies.Our committees•Governance Committee (chair)Other current public boards•Shopify, Inc. (member of nominating and governance committee)Education•Bachelor of Science, Duke UniversityRelevant experienceExtensive experience with technology companies, serving on the boards of directors of public and private companies, and experience as a venture capitalistElection of directors12Pinterest 2023 Proxy Statement Gokul RajaramCorporate Development and Strategy Lead, DoorDash, Inc.Director since 2020 Gokul Rajaram has served in various roles at DoorDash, a food ordering service, since November 2019, most recently as their Corporate Development and Strategy Lead. Previously, from 2013 to 2019, Mr. Rajaram led several product development teams at Block, Inc. (previously named Square, Inc.), a financial technology company, most recently as the Caviar Lead. Prior to Block, 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 Course Hero, Inc.Our committees•Compensation Committee (member)Other current public boards•The Trade Desk Inc. (member of compensation committee and audit committee)•Coinbase Global Inc. (member of the compensation 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, KanpurRelevant experienceExtensive experience with product development and as an officer and director of technology companies, including public companiesMarc SteinbergSenior Portfolio Manager, Elliott Management CorporationDirector since 2022 Marc Steinberg is a Senior Portfolio Manager at Elliott Management Corporation, an investment management firm. He is responsible for public and private equity investments across a range of industries, including the technology, media and telecommunications sectors. He currently serves on the board of directors of two private companies: Nielsen, a global leader in audience insights, data and analytics, and Cubic, a technology-driven provider of solutions for public transit and defense applications. Prior to joining Elliott in 2015, Mr. Steinberg worked at investment bank Centerview Partners. Our committees•Audit Committee (member)Other current public boards•NoneEducation•Bachelor of Arts, Harvard CollegeRelevant experienceStrong experience in financial management and industry expertise as a strategic advisor to technology companiesElection of directorsPinterest 2023 Proxy Statement13 Class II directors continuing in office until the 2024annual meeting of stockholdersFredric ReynoldsFormer Executive Vice President and Chief Financial Officer, CBS CorporationDirector since 2017 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, Hess Corporation from 2013 to 2019, MGM Corporation from 2010 to 2022 and Mondelez International, Inc. from 2007 to 2022.Our committees•Audit Committee (chair)Other current public boards•Raytheon Technologies (chair of audit committee, member of governance and public policy committee and member of compensation committee)Education•Bachelor in Business Administration, University of Miami•Certified Public AccountantRelevant experienceExtensive financial, leadership and media expertise, management experience in a broad range of companies and service on the board of public companiesEvan SharpCo-Founder and Advisor, PinterestDirector since 2019 Evan Sharp is a Co-Founder of Pinterest and currently serves as a consultant to Pinterest. Previously, he served as our Chief Design & Creative Officer until October 2021. While employed at Pinterest, he oversaw the creative, product and design teams since 2011. He was previously a product designer at Facebook, a social media company, from 2010 to 2011. Since October 2021, he has served as a consultant at LoveFrom, a design firm and is an advisor to various private companies, including Kudoos Inc., Hume AI and Naya Studio, Inc. Our committees•NoneOther current public boards•NoneEducation•Bachelor of Arts in History, University of ChicagoRelevant experienceDeep knowledge and understanding of our business as a co-founder and experience with product development and design Election of directors14Pinterest 2023 Proxy Statement Andrea WishomPresident, Skywalker Holdings LLCDirector since 2020; Lead Independent Director Andrea Wishom has served as President of Skywalker Holdings, LLC, a private holding company and family office. She oversees over a billion dollars in assets for various business units, human resources, finance, and all philanthropic and creative aspects for the company. Before joining Skywalker, Ms. Wishom spent over 20 years at Harpo Productions, an American multimedia production company. At Harpo Productions she held various production, programming, development and executive roles for The Oprah Winfrey Show, Harpo Studios and OWN: The Oprah Winfrey Network and most recently as the Executive Vice President. In addition to her public company board, Ms. Wishom currently serves on the board of Tory Burch LLC.Our committees•Compensation Committee (member)Other current public boards•Nextdoor Holdings, Inc. (member of compensation committee)Education•Bachelor of Arts in English, University of California, BerkeleyRelevant experienceExtensive experience in media industry and C-suite-level management experienceClass III directors continuing in office until the 2025 annual meeting of stockholdersLeslie KilgoreFormer Chief Marketing Officer, Netflix, Inc.Director since 2019 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 online retail company. Ms. Kilgore held various positions, including Brand Manager, at The Procter & 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 and Medallia, Inc. from July 2015 to October 2021. In addition to her public company boards, she currently serves on the board of Discord Inc.Our committees•Compensation Committee (chair)•Audit Committee (member) Other current public boards•Netflix, Inc. (member of audit committee)•Nextdoor Holdings, Inc. (chair of compensation committee) Education•Master of Business Administration, Stanford University Graduate School of Business•Bachelor of Science, Wharton School of Business at the University of PennsylvaniaRelevant experienceExtensive experience as a marketing executive with internet retailers and consumer product companies and experience as a board member of public and private companiesElection of directorsPinterest 2023 Proxy Statement15 Bill ReadyCEO, PinterestDirector since 2022 Bill Ready has served as our Chief Executive Officer and as a Director on our board since June 2022. Previously he was the president of commerce, payments & next billion users at Alphabet Inc., a technology company, from January 2020 until June 2022. Prior to joining Alphabet, Inc., Mr. Ready was executive vice president and chief operating officer of PayPal Holdings, Inc., an internet-based payment system company, from October 2016 through July 2019 and continued as executive vice president through December 2019 during the transition until he departed PayPal. Prior to that, he was PayPal’s senior vice president, global head, product & engineering from July 2015 to September 2016 and he continued to lead Braintree operations while in various roles at PayPal following PayPal’s acquisition of Braintree in December 2013. From October 2011 to December 2013, he was the chief executive officer of Braintree, a mobile and web payment systems company acquired by PayPal. Prior to Braintree, Mr. Ready was executive in residence at Accel Partners, a leading Silicon Valley venture capital and growth equity firm. Mr. Ready also served as president of iPay Technologies from 2008 to 2011. He also worked as a strategy consultant for McKinsey & Company, where he advised leading financial technology companies.Our committees•NoneOther current public boards•William Sonoma, Inc. (member of compensation committee)•Automatic Data Processing, Inc. (member of audit committee and member of corporate development and technology advisory committee) Education•Master of Business Administration, Harvard Business School•Bachelor of Science in Information Systems and Finance, University of LouisvilleRelevant experienceExtensive experience as a C-suite-level officer and director of various technology companiesBenjamin SilbermannCo-Founder, Executive Chair, Pinterest Director since 2008 Benjamin Silbermann is a Co-Founder and Executive Chair of Pinterest. He previously served as our Chief Executive Officer from 2008 and as President from 2012 until June 2022. Prior to co-founding Pinterest, Mr. Silbermann worked at Alphabet Inc., a technology company, from 2006 to 2008. He currently serves on the board of non-profit organizations, including How We Feel and Resolve to Save Lives. Our committees•NoneOther current public boards•NoneEducation•Bachelor of Arts, Yale UniversityRelevant experienceDeep knowledge and understanding of our company, strategy and business as our Former President and CEO and experience with product developmentElection of directors16Pinterest 2023 Proxy Statement Salaam Coleman SmithFormer EVP, The Walt Disney’s ABC Television GroupDirector since 2020 Salaam Coleman Smith served as Executive Vice President at The Walt Disney’s ABC Television Group, a multinational broadcast television group from 2014 to 2016, overseeing Strategy and Programming for ABC Family’s Freeform channel. Prior to joining The Walt Disney Company, Ms. Smith worked at Comcast NBCUniversal, a multinational media company since 2003, where she served as President of Style Network from 2008 to 2013. Prior to joining Comcast NBCUniversal, Ms. Smith worked at Viacom Inc., a multinational mass media conglomerate for nearly ten years where she served as a senior executive within MTV Networks International Division and helped oversee Nickelodeon’s global expansion in Europe, Asia, and Latin America. Ms. Smith has served as a board member for several non-profit organizations, including Women in Cable Telecommunications and Dress For Success. In addition to her public boards, she also serves on the board of Scopely, an online gaming company since December 2021.Our committees•Audit Committee (member)•Governance Committee (member)Other current public boards•Gap, Inc. (member of compensation and management development committee)Director selection and recruitmentThe governance committee is responsible for, among other things, overseeing succession planning for directors and ensuring that we have a qualified board to oversee management’s execution of the company’s strategy and safeguard the long-term interests of stockholders. In this regard, the governance committee is charged with identifying, evaluating and recommending potential director candidates.1Identify•In identifying potential candidates for board membership, the governance committee considers recommendations from directors, stockholders, management and others, including, from time to time, executive search firms to assist it in locating qualified candidates.•The governance committee does not distinguish between nominees recommended by stockholders and other nominee recommendations.2Evaluate•Once potential director candidates are identified, the governance committee, with the assistance of management, undertakes an extensive vetting process that considers each candidate’s diverse background, experience, qualifications, independence and fit with the board’s priorities.•As part of this vetting process, the governance committee, as well as other members of the board and the CEO, conducts a series of interviews with the candidates. 3Recommend•If the governance committee determines that a potential candidate meets the needs of the board and the company and has the desired qualifications and experiences, it recommends the candidate’s nomination or appointment to the full board for consideration. Election of directorsPinterest 2023 Proxy Statement17Education•Bachelor of Science in Industrial Engineering, Stanford UniversityRelevant experienceStrong expertise in global media, multi-platform content, brand development, strategic planning, financial management, consumer-centric insights and C-level management Election of directors
The governance committee strives to maintain an engaged, independent board with broad and diverse experience and
judgment that is committed to representing the long-term interests of our stockholders. The governance committee
considers a wide range of factors when selecting and recruiting director candidates, including achieving:
• 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.
• diversity. The governance committee seeks candidates representing a diversity of occupational and personal
backgrounds, knowledge, skills, qualifications 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.
• 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 regularly refreshed
our board since our initial public offering ("IPO") in April 2019, including the addition of four new directors over the past
four years.
• ideal board size. The board has eleven directors which includes four Class I directors, three Class II directors and four
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.
• a board with strong 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.
Stockholder recommendations of director candidates
The governance committee considers director candidates recommended by stockholders. Stockholders may recommend a
candidate by writing to the Corporate Secretary at the company’s address listed on page 6 of this proxy statement, and
including all information that our amended and restated bylaws (our "bylaws") require for director nominations.
Stockholder proxy access right
We have adopted proxy access. Our bylaws permit stockholders (either individually or in a group of up to 20 stockholders)
that have owned 3% or more of Pinterest' outstanding shares continuously for at least three years to submit director
nominees (the greater of two directors or up to 20% of our board) for inclusion in our proxy materials. For additional
information, see "Stockholder proposals and nominations for the 2024 annual meeting of stockholders".
Director independence
At least a majority of our board members, including all members of our audit, compensation and governance committees,
are required to be independent under New York Stock Exchange (“NYSE”) listing rules. The board, with the assistance of
the governance committee, considers all relevant facts and circumstances when making its independence determinations.
A substantial majority of our board – eight out of eleven directors – is independent.
The board has affirmatively determined that Mr. Jordan, Ms. Kilgore, Mr. Levine, Mr. Rajaram, Mr. Reynolds, Ms. Smith,
Mr. Steinberg and Ms. Wishom do not have relationships that would interfere with the exercise of their independent
judgment in carrying out the responsibilities as a director and each of these directors is “independent” as that term is
defined under the listing standards of the NYSE. In making these determinations, the board considered the current and
prior relationships that each of these directors has with our company and all other facts and circumstances our board
deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-
employee director (and any investor with which they are affiliated) and the transactions involving them. The board also
took into account that Pinterest from time to time engages in business in the ordinary course with entities where our
directors are employed, serve on the board or otherwise provide services to such entities.
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Board structure and role
Our board is currently comprised of eleven directors and is divided into three classes with each class consisting of nearly
one-third of the total number of directors and each class having a three-year term.
Board leadership structure
The board regularly reviews its leadership structure to evaluate whether the structure remains appropriate for the
company, and the directors annually elect the chair of the board. In June 2022, Benjamin Silbermann stepped down as
our chief executive officer. In accordance with the board's plans for CEO succession, the board determined that
Mr. Silbermann should remain chair of the board and transitioned to an executive chair role given his deep understanding
of our business and culture, as well as his leadership in shaping and driving the company’s strategic priorities and
business plans. At that time, we appointed Bill Ready as our chief executive officer and a director.
Our corporate governance guidelines provide that if the chair is not otherwise independent, the independent directors will
select one of our independent directors to serve as our lead independent director. Andrea Wishom continues to serve as
lead independent director following Mr. Silbermann’s transition. We have structured the lead independent director role in
a manner that we believe reinforces the independence of the board and continues to best serve the long-term interests of
our stockholders. A summary of the roles and responsibilities of the board chair and lead independent director is
provided below.
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Benjamin SilbermannExecutive ChairAndrea WishomLead Independent DirectorPrimary responsibilities•presiding over meetings of the board;•advising and supporting the CEO and senior management on the company’s long-term strategy-planning and capability-building;•approving the agenda for board meetings in consultation with the lead independent director and the CEO;•consulting with the lead independent director on the annual board evaluation, at the direction of the governance committee;•being involved in the maintenance of key strategic relationships and stakeholder communications, as appropriate; •consulting with the governance committee, as needed, in connection with the committee’s evaluation and recommendation candidates for election to the board; and•being available to the CEO and the board to assume additional responsibilities, as may be requested from time to time.Primary responsibilities •serving as liaison between the CEO, executive chair and the independent directors•presiding over meetings of the board at which the executive chair is not present, including executive sessions of our independent directors;•approving the agenda for board meetings (in consultation with the CEO and executive chair);•ensuring the board receives adequate and timely information;•providing feedback to the CEO regarding his performance;•conducting the annual board evaluation in consultation with the executive chair, at the direction of the governance committee;•being available for consultations and communications with major stockholders upon request;•calling special meetings of the board and stockholders; and•calling executive sessions of the independent directors.The board believes that its selection of the current leadership structure is not impacted by the board’s risk oversight function and the board is effective in overseeing risk, as described in the “Board’s role in risk oversight” section below, under a variety of leadership frameworks.Corporate governance20Pinterest 2023 Proxy Statement Board committeesOur board has established three standing committees - an audit committee, a compensation committee and a governance committee. The composition and responsibilities of each are described below.The board has determined that each member of each committee is independent and meets the NYSE and SEC independence standards for serving on such committee, as applicable. The board also has determined that, in accordance with the SEC and NYSE rules, each member of the audit committee is financially literate and Mr. Reynolds is an audit committee financial expert. Members serve on these committees until their resignation or until otherwise determined by the board. The board has adopted written charters for each of the audit committee, compensation committee and governance committee which are available at https://investor.pinterestinc.com/ governance/governance-documents. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The board may establish other committees as it deems necessary or appropriate from time to time.Audit and risk committeeCurrent members:Fredric Reynolds (chair)Leslie Kilgore (member) Salaam Coleman Smith (member)Marc Steinberg (member) Number of meetings held in 20229The audit committee is primarily responsible for:•overseeing the company’s financial and accounting reporting processes, including disclosure controls, internal audit function, internal controls and audits and review of the company’s consolidated financial statements;•appointing or changing the company’s auditors and reviewing their independence, qualification and performance;•overseeing significant financial matters, including tax planning, treasury policies, financial risk exposure, dividends and share issuances and repurchases; and•overseeing the company’s enterprise risk management program and compliance with applicable legal and regulatory requirements as well as overseeing risk programs in areas such as, information security, data protection and privacy.Talent development and compensation committeeCurrent members:Leslie Kilgore (chair)Gokul Rajaram (member) Andrea Wishom (member)Number of meetings held in 20225The compensation committee is primarily responsible for:•overseeing the compensation of the company’s directors and employees;•establishing, reviewing and administering the compensation of our executive officers;•administering the company’s equity-based plans and certain other compensation plans;•evaluating the post service arrangement and benefits of our executive officers, including the CEO;•overseeing the implementation and administration of any clawback or recoupment policy; •reviewing the operation and structure of the company’s compensation program; and•evaluating the company’s programs and practices relating to talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce.Corporate governancePinterest 2023 Proxy Statement21 Nominating and corporate governance committeeCurrent members:Jeremy Levine (chair) Jeffrey Jordan (member) Salaam Coleman Smith (member)Number of meetings held in 20222The governance committee is responsible for:•evaluating the size, composition, organization and governance of the board and its committees;•assisting the board in identifying and evaluating candidates qualified to be appointed as a board member;•recommending potential candidates to the board for its approval to propose such candidates to the stockholders for election to the board;•reviewing and recommending to the board the independence determinations of the directors as well as recommending to the board the composition of each committee; •reviewing Pinterest’s environmental, social and governance (“ESG”) strategy, goals, initiatives and reporting on ESG matters; and •reviewing the performance and annual self-evaluation of the board and each of its committees.Board’s roleThe board is elected to oversee management and safeguard stockholders’ long-term interests. A key function of the board is reviewing, approving (where appropriate) and actively monitoring management’s execution of the company’s long-term strategic goals. The board actively engages on Pinterest matters throughout the year, including at quarterly board meetings and regular meetings of each committee, where they receive updates from key management personnel. The board and committees also have meetings as needed in between their regular meetings. Directors also regularly engage with, and provide counsel to, management through informal calls and meetings.Our board oversees management’s performance on behalf of our stockholders. The primary responsibilities of the board include: reviewing and overseeing the company’s strategic direction and objectives overseeing the company’s legal and regulatory compliance succession planning for the CEO and key executives monitoring the company’s accounting and financial reporting practices and controls overseeing the company’s risk exposure evaluating the board’s composition, performance and effectiveness overseeing the company’s talent development and managementBoard’s role in strategyOur board recognizes the importance of ensuring that our overall business strategy is designed to create long-term, sustainable value for our stockholders. Our board has an oversight role in helping management formulate, plan and implement our company's strategy. The board has a robust annual strategic planning process that includes developing and reviewing elements of our business, strategic and financial plans with our executive leadership team. The board gets updates on the company's strategy progress and challenges, as well as related risks, throughout the year. Corporate governance22Pinterest 2023 Proxy Statement Board’s role in risk oversightOur board is responsible for overseeing how we manage risk at Pinterest. This is carried out both at the full board level and through each of the standing committees. Through our enterprise risk assessment ("ERA") process, we maintain a defined approach to assessing and managing risks and circumstances that could impact our ability to achieve strategic objectives. We refresh our ERA process annually, using the previous year’s ERA results as a baseline, researching potential emerging risks and interviewing relevant stakeholders to gather perspectives on the company’s top enterprise risks. These insights help direct ongoing risk management conversations with management and the board, including expanding management awareness and oversight on newly identified risks. Board of directorsThe full board is responsible for monitoring and assessing strategic risk exposure, including determining the nature and level of risk appropriate for the company, and the committees are responsible for monitoring and assessing risks inherent in their respective oversight functions as follows:Audit committeeoversees our enterprise risk management program and significant financial risk exposures and certain legal, regulatory and operational risk exposures, including with respect to disclosure controls and procedures, information security, data protection and privacy.Compensation committee oversees significant compensation and other talent-related risk exposures, including risks and exposures associated with leadership assessment, management succession planning, executive compensation programs and arrangements and talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce.Governance committeeoversees significant governance risk exposures, including, with respect to corporate governance, ESG, board effectiveness and board succession planning.ManagementManagement meets periodically with the board and each committee to review risk oversight matters and periodically provides reports to them on these matters.Corporate governancePinterest 2023 Proxy Statement23 Corporate governance
Board engagement
Attendance at board and committee meetings
We encourage all our directors to attend and actively participate in all meetings of the board and any committees on which
they serve. In 2022, the board held 15 meetings, and each director attended 75% or more of the aggregate number of
meetings of the board and of the committees on which he or she served during the year. Directors are also encouraged to
attend the annual stockholders’ meetings. All the directors then serving on the board attended the 2022 annual
stockholders’ meeting.
Director orientation and education
New directors participate in an orientation program, which generally addresses the company’s strategic plans, significant
risk exposures and compliance programs (including its Code of Business Conduct & Ethics and other applicable policies).
The directors and the company are committed to providing all directors with an orientation and adequate and consistent
continuing education.
Board evaluation
The lead independent director and the governance committee oversee the performance and annual self-evaluation
process for the board and each standing committee. We conduct interviews of each board member for their observations
and suggestions on the effectiveness of the board. The governance committee chair and lead independent director, along
with any applicable consultants, discuss results with the board and may make recommendations to the chair of the board
on any changes as they deem necessary.
ESG impact
Our mission is to give people the inspiration to create a life they love. We have ongoing efforts to address environmental,
social, and governance ("ESG") priorities to further our mission and help deliver sustainable long-term value to our
stakeholders. We are working to be a positive force for good across our business, with a particular focus on four main
areas: people, product, planet and governance.
Below we describe highlights of our on-going ESG efforts. Our ESG Impact Report is available on our investor relations
website. We also regularly post company initiatives and information in our newsroom at https://newsroom.pinterest.com and
https://investor.pinterestinc.com/investor-overview.
People
Our employees make Pinterest the success that it is. We are committed to meeting their real-world needs and
championing emotional wellbeing so they can bring their best selves to work.
Benefits that meet real-world needs. In 2022, we introduced PinFlex, a flexible work model that gives our employees the
freedom to work at an office, from home or at another virtual location within their country of employment, and even up to
three months working outside their country of employment for eligible employees.
We strive to give employees choices that are best for their careers and their lives with a comprehensive suite of medical,
dental, disability and mental health benefits to all employees. For example, we updated our global parental benefits to
offer new parents at least 20 weeks leave. Because every family is unique, additional benefits are available to parents and
caregivers with newborns in neonatal intensive care, adoptive parents and people experiencing a miscarriage.
Employee wellbeing. We also expanded access to free mental health and wellbeing resources like Lyra, Ginger, Calm and
Cleo. In 2022, we further evolved our employee resource groups, which we call Pinspiration Groups, and which are
centered around a common cause that ties back to a business priority, such as sustainability or emotional wellbeing. One of
our Pinspiration Groups, Pinside Out, uniquely creates space for colleagues to connect on mental health topics and
activities. It activates peer-to-peer support through monthly healthy hours (open forums and guided discussions) and
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group meditations. In addition, to promote financial wellbeing, we also offer money management education, financial
planning and investment services.
Building a diverse talent pipeline. We are committed to creating a workplace where everyone feels a sense of belonging
and sees themselves represented. We believe in a representative workforce and understand that a diverse applicant pool
is critical to this goal. Our Diverse Slates Approach is designed so candidates who are women, Black, Latiné or Hispanic,
Indigenous, Native Hawaiian and/or Pacific Islander are considered for positions, all the way to final interviews. Targeted
recruitment efforts through AfroTech, Lesbians Who Tech & Allies and historically black colleges and universities also
open the door to a wider pool of talent.
While it is every employee’s responsibility to make Pinterest an inclusive workplace, it is also the responsibility of our
management and the board. We seek inclusion and diversity at the highest level in our organization. As described in this
proxy statement, our board as well as our leadership team is diverse in terms of gender, race, skills, expertise
and experience.
Our compensation committee oversees our inclusion and diversity ("I&D") efforts. Management regularly updates the
compensation committee on our progress updates against our I&D goals (including pay equity), any impediments to our
efforts and relevant trends and observations.
We also publish our I&D Report that includes goals and progress into how we’re making Pinterest and our team more
diverse, inclusive and uplifting.
Caring for communities. Pinterest aims to have a positive and inspiring impact on the communities it’s a part of and
serves. That ranges from emergency and disaster response efforts, through employee volunteer service and donation
matching contributions, to the provision of pro bono legal services, to local business and vendor support, alongside other
efforts aimed at contributing to strong and vibrant communities.
To help our community, we spent $10 million since 2021, to advance emotional wellbeing by supporting nonprofit
organizations that raise awareness, and provide access to mental health resources. Through our philanthropic efforts and
partnerships, we now support the work of approximately 40 nonprofit organizations advancing emotional wellbeing in
over 30 countries including BEAM (Black Emotional and Mental Health Collective) and Purpose Project.
Product
We are intentional in our efforts to create a positive, welcoming and—above all—inspiring corner of the internet.
A positive corner of the internet. Delivering a positive platform starts with proactive content policies that prioritize user
wellbeing. Community guidelines govern what we expect on Pinterest. They outline what we expect of everyone creating
content in order to nurture a positive, honest, welcoming and—above all—inspiring corner of the internet. Comprehensive
advertising guidelines make it clear what can be promoted on our platform and how. We work hard to keep policies up-to-
date and strive to remove content that violates them or negatively impacts users’ emotional wellbeing.
These comprehensive community and advertising guidelines are constantly re-evaluated and updated to address the latest
issues and developments online. Examples of our longstanding commitment to combating false, negative, and harmful
information online include: our ban on ads that contain weight-loss language and imagery and our industry-leading
climate misinformation policy, launched in April 2022.
A place of inclusion. Building a positive corner of the internet means trying to make sure everyone feels welcomed and
supported when they come to our platform. We continue to evolve our features for greater diversity and inclusion. For
example, in August 2021, Pinterest unveiled a hair pattern search for inclusive beauty results which built on previous
features to filter search results by skin tone range, helping to increase representation for underrepresented creators.
Whether it’s combating misinformation or creating a more inclusive online experience, we are deliberate about improving
our platform through policy decisions and product developments.
Prioritizing data privacy. We want to give people easy-to-access information on how their data is used by maintaining a
clear regularly updated online privacy policy. We maintain an information security team to oversee all data and business
security areas, including: enterprise security, product security, security operations, infrastructure security, detection and
response and governance, risk and compliance. While we have a dedicated team, we also emphasize the shared
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Corporate governance
responsibility of our workforce to support ongoing product and company security. This is communicated during employee
onboarding, and every year after, with everyone required to complete annual security awareness and compliance training.
Planet
When it comes to protecting the planet, we believe everyone has a role to play. At Pinterest, we’re committed to inspiring
action—across our platform, within our operations and throughout our communities—starting with reducing our
own emissions.
Partnering for Earth. Addressing climate change requires global, cross-industry collaboration. It’s why we maintain
memberships with organizations such as Business for Social Responsibility and Project Drawdown’s Drawdown Labs
initiative: entities that exist to activate shared responsibility for realizing a healthier planet.
Tracking our emissions. We understand our responsibility to do our part, so we have committed to set near-term
emissions reduction targets in line with climate science and the Science Based Targets initiative: a program designed to
drive corporate climate action.
Our offices represent our largest directly operated physical footprint; we’re always looking for ways to make them more
energy efficient. In September 2022, we announced our commitment to achieve 100% renewable electricity in our global
offices in 2023.
Collaborating for a more sustainable cloud. At Pinterest, most emissions are Scope 3 (i.e. indirect emissions from our
upstream and downstream value chain), including emissions from cloud computing that makes our platform possible.
We’ve worked with our cloud computing partner, Amazon Web Services (AWS), since 2018 to better understand our
indirect carbon footprint—and their goals for reducing their emissions. Amazon is on a path to power its operations,
including AWS data centers, with 100% renewable energy by 2025—five years ahead of its original 2030 commitment.
PinPlanet. On Earth Day 2022, we introduced PinPlanet, our employee resource group of over 400 employees on a
mission to create a sustainable future for all by inspiring climate action. Throughout the year, PinPlanet leaders hosted
workshops, created community action opportunities for employees and worked with creators to develop content on living
a more sustainable life.
Additionally, we know our environmental impacts go beyond emissions, so we monitor water use and waste streams,
seeking to do more with less in a bid to protect precious natural resources.
Governance
It’s not just what we do that matters but how we do it. Good corporate governance drives accountability, transparency and
decision-making that strengthens stakeholder confidence. Our board oversees and reviews the company's strategic
direction and objectives, considering (among other things) risk profile and exposure, and key stakeholder relationships.
Three standing board committees have distinct responsibilities, including ESG-specific responsibilities. The governance
committee is responsible for reviewing our ESG strategy, goals, initiatives and reporting on ESG matters. Our management
regularly updates the committee on ESG matters. In addition, the compensation committee is responsible for overseeing
our inclusion and diversity efforts, including receiving regular progress updates against our I&D goals. Our corporate
governance practices are further described throughout this proxy statement.
We maintain various publicly available company policies, including a Code of Business Conduct & Ethics that outlines the
ethical, lawful conduct we expect from everyone at Pinterest. A Supplier Code of Conduct establishes expectations for
suppliers working with Pinterest.
Every new hire must complete Ethics & Code of Conduct training and confirm they have read the code. Periodic
communications and refresher trainings on this and related topics support our ongoing efforts to enhance employee
understanding of these expectations.
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Other governance practices
Corporate governance guidelines
The board has adopted corporate governance guidelines, which you can find on our website (https://
investor.pinterestinc.com/governance/governance-documents), that we believe reflect the board’s commitment to governance
practices that enhance corporate responsibility and accountability. The board annually reviews these guidelines, along
with the charters for the board’s standing committees (the audit committee, compensation committee and governance
committee), so that our policies and programs continue to reflect good corporate governance practices.
Code of ethics
We have adopted a Code of Business Conduct and Ethics applicable to our directors, employees and contractors, including
our CEO, CFO and other executive officers and all persons performing similar functions. A copy of that code is available on
our website (https://investor.pinterestinc.com/governance/governance-documents). We intend to disclose on our website any
future amendments to, or material waivers from, the code to the extent applicable to our executive officers or directors
and required to be disclosed within four business days following the amendment or waiver.
No compensation committee interlocks or insider participation
None of the members of the compensation committee is currently, or has been at any time, one of our officers or
employees. None of our executive officers currently serve, or have served during the last year, as a member of a board of
directors or compensation committee of any entity that has one or more executive officers serving as a member of our
board or compensation committee.
Communications with the board and stockholder engagement
We have a process by which stockholders and any other interested parties may directly communicate with the board or
any of its directors, including the executive chair and lead independent director. Those who wish to communicate with the
board or any of its directors may do so by sending written communications addressed to the Corporate Secretary at the
company’s address which can be found on page 6 of this proxy statement. These communications are reviewed by the
Corporate Secretary or Assistant Secretary to determine whether they are appropriate for presentation to the board or
such director. The purpose of this screening is to avoid having the board consider irrelevant or inappropriate
communications (such as advertisements, solicitations, and product inquiries).
We value hearing from our stockholders. We believe that effective corporate governance includes regular, transparent,
and constructive communication with our stockholders to understand your perspectives and priorities. Throughout the
year, members of our investor relations team and our management meet with our stockholders from time to time to
address their questions and concerns about our business and the company. In 2022, we had productive dialogues on a
number of topics of interest to our stockholders, including diversity and inclusion, company strategy, products and
innovation, corporate governance, compensation and other issues.
We also update our board on investor feedback, when appropriate.
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Director compensationThe compensation committee regularly reviews and assesses the form and amount of compensation payable to our independent directors and, with the assistance of an external compensation consultant, recommends any appropriate adjustments to the full board for approval. The compensation committee most recently reviewed the Non-Employee Director Compensation Policy with its independent compensation consultant in February 2023 and confirmed the current policy with no changes. We also reimburse our independent directors for reasonable out of pocket travel expenses in connection with attending board and committee meetings. In addition, we also reimburse board members for education opportunities since we think that's integral to their duties and performance. Pursuant to a Non-Employee Director Compensation Policy, below is a summary of compensation paid to our independent directors.Cash compensation (1)Annual retainer$ 50,000 Additional annual retainer for lead director$ 37,500 Additional annual retainers for committee serviceChairMemberAudit Committee$ 25,000 $ 12,500 Compensation Committee$ 20,000 $ 10,000 Governance Committee$ 10,000 $ 5,000 Equity compensation (2)Initial grant of RSUs (3)$ 400,000 Annual grant of RSUs (4)$ 260,000 (1)Paid in quarterly installments on a prospective basis, pro-rated for directors whose service commences during the year.(2)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 updated Non-Employee Director Compensation Policy vest, in addition to the schedules below, upon a change in control of the company.(3)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.(4)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.Benjamin Silbermann, Evan Sharp and Bill Ready do not receive any additional compensation for their services as a director. In connection with Mr. Sharp’s transition from an executive officer of the company to an advisor on October 15, 2021, and in accordance with the previously disclosed terms of his consulting agreement, his then outstanding equity awards continue to vest while he serves as a director and advisor.28Pinterest 2023 Proxy Statement Stock ownership guidelines for directorsIn November 2022, our board approved stock ownership guidelines pursuant to which non-employee directors are required to own Pinterest stock with a value equal to at least five times the amount of the annual cash retainer described above. Unvested RSUs held by a board member are not counted as shares when determining the number of shares owned. Under the guidelines, directors must comply with this requirement within five years of the later of (i) the date they join the board, or (ii) the adoption of the guidelines in November 2022. If any director does not meet the stock ownership requirement within this time frame, then he or she must retain 50% of the “net profit shares” resulting from the vesting of equity awards until he or she reaches the applicable ownership requirement. The following table sets forth information regarding compensation earned by or paid to our non-employee directors during 2022.2022 Director compensation tableNameFees Earned or Paid inCash ($)Stock Awards($) (1)(2)All OtherCompensation ($)Total($)Jeffrey Jordan 55,000 259,981 — 314,981 Leslie Kilgore 82,500 259,981 — 342,481 Jeremy Levine 60,000 259,981 — 319,981 Gokul Rajaram 60,000 259,981 — 319,981 Fredric G. Reynolds 75,000 259,981 — 334,981 Salaam Coleman Smith 67,500 259,981 — 327,481 Marc Steinberg 2,603 399,999 — 402,602 Andrea Wishom 97,500 259,981 — 357,481 (1)Reported amounts represent the aggregate grant date fair value of RSUs granted during 2022, 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 2022 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)As of December 31, 2022, Mr. Jordan had 12,713 RSUs outstanding, Ms. Kilgore has 12,713 RSUs outstanding, Mr. Levine has 12,713 RSUs outstanding, Mr. Rajaram has 19, 311 RSUs outstanding, Mr. Reynolds has 12,713 RSUs outstanding, Ms. Smith had 14,975 RSUs outstanding, Mr. Steinberg had 16,129 RSUs outstanding and Ms. Wishom had 16,538 RSUs outstanding. Director compensationPinterest 2023 Proxy Statement29 Executive officers
The following table sets forth information for our executive officers as of the date of this proxy statement. Our executive
officers are appointed by and serve at the discretion of the board, and each holds office until his or her successor is duly
elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our
directors or executive officers.
Name
Christine Deputy
Malik Ducard
Naveen Gavini
Todd Morgenfeld
Bill Ready*
Benjamin Silbermann*
Wanji Walcott
Age
57
50
35
51
43
40
53
Position
Chief People Officer
Chief Content Officer
Senior Vice President, Head of Products
Chief Financial Officer and Head of Business Operations
Chief Executive Officer
Co-Founder and Executive Chair
Chief Legal Officer and Corporate Secretary
* See “Our Board of Directors” for the background for Messrs. Ready and Silbermann.
On February 6, 2023, we announced that Todd Morgenfeld, our Chief Financial Officer and Head of Business Operations
will transition from his role with the company to pursue other career opportunities effective July 1, 2023.
Christine Deputy has served as our Chief People Officer since June 2021. Prior to joining Pinterest, Ms. Deputy was Chief
Human Resources Officer at Nordstrom, Inc., a luxury department store chain, from 2015 to 2021, and Chief Human
Resources & Communications Officer for Aviva plc, a British multinational insurance and asset management company,
from 2013 to 2015. She also served as director, human resources, Global Retail and Business Banking for Barclays plc, a
multinational bank, from 2012 to 2013, and Chief Human Resources Officer for Dunkin’ Brands from 2009 to 2012. Prior
to joining Dunkin’ Brands, she held a variety of leadership roles at Starbucks. Ms. Deputy currently serves on the board of
Kindercare Learning Companies, Inc., an early education and childcare company. Ms. Deputy holds a Bachelor of Arts in
Psychology from George Washington University.
Malik Ducard has served as our Chief Content Officer since October 2021. Prior to joining Pinterest, he served as Vice
President of Content Partnerships at YouTube, a video sharing company and social media platform owned by Alphabet,
Inc., from 2019 to 2021 and as their Global Head of Family, Learning, Social Impact, Film and TV from 2018 to 2019 and
served in various other roles from 2011 to 2018. Prior to joining YouTube, he served as vice president of North America
digital distribution and subsequently as senior vice president of digital distribution for the Americas at Paramount
Pictures, a motion picture studio, from 2007 to 2011. He has also led Lionsgate’s Home Entertainment Acquisitions group
as well as MGM’s Home Entertainment’s Acquisitions and Business Development division. Mr. Ducard holds a Master of
Business Administration from UCLA’s Anderson School of Management and a Bachelor of Arts from Columbia University.
Naveen Gavini has served as our Senior Vice President, Head of Products since April 2020. In his role, he oversees all
design and product efforts for both consumer and advertiser products. Prior to this role, he led the design and engineering
functions. Prior to joining Pinterest in 2012, he worked at Yahoo! Inc., a web services provider. He currently serves on the
board of TextNow, Inc. He holds a Bachelor of Science degree in Computer Science and Engineering from
Rutgers University.
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Pinterest 2023 Proxy Statement
Executive officers
Todd Morgenfeld has served as our Chief Financial Officer since November 2016. In May 2020, he assumed the role of
Head of Business Operations as well. Prior to joining Pinterest, he served as Vice President of Finance at Twitter, Inc., a
social networking company, from 2015 to 2016 and Treasurer and Senior Vice President of Corporate Development and
Corporate Financial Analytics at Hewlett-Packard Company, a multinational information technology company, from 2013
to 2015. He served as an investment partner at Silver Lake, a private equity firm, from 2004 to 2013. He currently serves
on the board of Urban Outfitters, Inc. Mr. Morgenfeld holds a Master of Business Administration from Stanford Graduate
School of Business and a Bachelor of Science from the United States Military Academy, where he graduated first in
his class.
Wanji Walcott has served as our Chief Legal Officer and Corporate Secretary since November 2022. Prior to joining
Pinterest, she served as Executive Vice President, Chief Legal Officer at Discover Financial Services, a financial services
company, from July 2019 to October 2022. Prior to Discover, Ms. Walcott served as Senior Vice President and General
Counsel at PayPal Holdings, Inc., an internet-based payment system company, where she led the company’s global legal
organization from February 2017 to July 2019. Prior to that, she served as Vice President, Product Legal from November
2015 to February 2017. From 2002 to 2015, she held multiple leadership roles at American Express, where she last served
as Senior Vice President, Managing Counsel. She also serves on the board of various non profit organizations, including the
Economic Club of Chicago, the Botanic Garden of Chicago, the Minority Corporate Counsel Association and The Fredrick
Gunn School. Ms. Walcott holds a Bachelor’s degree in Philosophy from Howard University and a Juris Doctor from the
Howard University School of Law.
Pinterest 2023 Proxy Statement
31
Executive compensation
Proposal 2
Advisory non-binding vote on our named
executive officers’ compensation
In accordance with Section 14A of the Securities Exchange Act of 1934 (the "Exchange Act"), we are providing our
stockholders with the opportunity to express their view, on an advisory, non-binding basis, on the compensation of our
named executive officers (commonly known as a "say-on-pay" vote).
This say-on-pay proposal gives our stockholders the opportunity to express their views on our named executive officers’
compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall
compensation of our named executive officers and our compensation philosophy, policies and practices described in this
proxy statement. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative
disclosure that follow for information about our executive compensation program, including details of the fiscal 2022
compensation of our named executive officers. Our compensation committee believes that these policies and practices are
effective in implementing our compensation philosophy and achieving our compensation program goals.
As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our board
and our compensation committee, which is responsible for designing and administering our executive compensation
program, value the opinions expressed by our stockholders, and will consider the outcome of this vote when making future
executive compensation decisions. Unless our board modifies its policy on the frequency of holding say-on-pay votes
based on the vote of the stockholders holding a majority of the voting power of the shares represented at the annual
meeting or otherwise, the next say-on-pay vote will occur at the 2024 annual meeting of stockholders.
The board recommends a vote FOR the approval, on
an advisory non-binding basis, of our named executive
officers’ compensation
32
Pinterest 2023 Proxy Statement
Compensation discussion and analysisThis Compensation Discussion and Analysis describes the compensation program for our chief executive officer, our chief financial officer, and our three other highest paid executive officers (commonly referred to as “named executive officers” or “NEOs”). For 2022, our NEOs were:Bill ReadyChief Executive Officer (our “CEO”)Benjamin SilbermannCo-Founder, Executive ChairTodd MorgenfeldChief Financial Officer and Head of Business Operations (our “CFO”)Christine FloresFormer General Counsel and Corporate SecretaryNaveen GaviniSenior Vice President of ProductsWanjii WalcottChief Legal Officer and Corporate Secretary (our "CLO")Effective as of June 29, 2022, Ben Silbermann transitioned to a role of executive chair and ceased to be our CEO. Bill Ready was appointed as our CEO effective June 29, 2022.On February 11, 2022, Christine Flores informed the company of her intention to leave the company effective October 1, 2022. Wanji Walcott was appointed as our CLO effective November 14, 2022 and was appointed as a Corporate Secretary effective November 17, 2022.On February 6, 2023, we announced that Todd Morgenfeld, our Chief Financial Officer and Head of Business Operations will transition from his role with the company to pursue other career opportunities effective July 1, 2023.Compensation philosophy and programObjectivesOur executive compensation program is guided by these objectives:•drive achievement of Pinterest’s long-term mission;•motivate team collaboration (company first, individual function second);•attract and retain top talent by compensating competitively based on the executive’s value and performance; and•align the interests of our executives with those of our stockholders.FrameworkTo achieve these objectives, our executive compensation program has two compensation elements: base salary and long-term equity incentive compensation. In addition, our NEOs are eligible to participate in the standard benefit plans offered to our other employees and are eligible for post-employment compensation in certain situations as described below. We generally do not provide our NEOs with perquisites or other personal benefits and do not have any defined benefit pension, supplemental executive retirement or non-qualified deferred compensation plans. Our NEOs are eligible to participate in our 401(k) matching contributions program on the same basis as our other employees. Pay mixThe majority of our executive compensation is delivered in the form of equity awards. For details, see the "2022 Summary compensation table" below. We believe that this pay mix, including equity compensation in the form of time-based awards (restricted stock units (“RSU”) and restricted stock awards (“RSA”) and stock options) generally vesting over four years, effectively supports all of our compensation objectives, including achievement of our long-term mission, motivating and paying for team and company performance, and aligning our executives’ interests with those of our stockholders.Executive compensationPinterest 2023 Proxy Statement33 Linking pay with performance As described above, the majority of our NEOs’ target total direct compensation is linked to the value of our stock, which reflects the value we create over the long term. Following each annual review cycle, executives are eligible to receive periodic equity grants. While we use time-based RSUs, RSAs and stock options for such grants, when determining the amount of such awards, the compensation committee generally considers the company’s performance against various financial, operational and strategic objectives as well as each named executive officer’s individual contribution to that performance. In assessing executive performance, the compensation committee considers both the objectives the executive helped the company achieve as well as how they helped achieve those objectives, including whether they demonstrated leadership behaviors consistent with our values.GovernanceWe endeavor to maintain sound governance standards through the administration of our executive compensation program. The following table summarizes our compensation governance policies and practices.What we do fully independent compensation committee independent compensation consultant to the compensation committee annual review of the compensation program, best practices and market trends majority of executive compensation tied to stock value annual review of succession plans for key officers “double trigger” termination required for vesting in equity in connection with change in control annual stockholder advisory non-binding vote on our compensation program (say-on-pay) clawback policy for misconduct resulting in financial restatement minimum stock ownership requirement What we don’t do pension and executive retirement plans significant perquisites to executive officers supplemental executive benefits “single trigger” vesting in equity in connection with change in control employee and director hedging and pledging of our equity securities tax gross-ups on change in control payments dividends or equivalents on unvested equity awardsThe compensation committee, in consultation with its external compensation consultant, will continue to assess and update our executive compensation program so that it best supports Pinterest’s long-term mission and growth.Executive compensation34Pinterest 2023 Proxy Statement Compensation-setting processRoles and responsibilitiesRole of our compensation committee•The compensation committee performs the responsibilities of the board relating to the compensation of directors and employees, including executive officers.•The compensation committee has overall responsibility for reviewing our compensation philosophy and strategy, overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our CEO as well as our other executive officers.•The compensation committee also oversees management of risks for succession planning and compensation; and evaluates the company’s programs and practices relating to talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce.•The compensation committee operates pursuant to a written charter, which is available on our website (see page 6 of this proxy statement).Role of our chief executive officer•In discharging its responsibilities, the compensation committee works with members of our management, including our CEO.•Management assists the compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters.•The compensation committee solicits and reviews our CEO’s recommendations with respect to adjustments to base salaries, long-term equity incentive compensation opportunities, program structures, and other compensation-related matters for our named executive officers (other than with respect to his own compensation) and considers his recommendations as one of the factors in determining compensation.•Our CEO recuses himself from all discussions and recommendations regarding his own compensation and is not present when his compensation is discussed.Role of our compensation consultant•Pursuant to its charter, the compensation committee has the authority to retain the services of external compensation advisors, as it determines in its sole discretion, including compensation consultants and legal, accounting, and other advisors.•The compensation committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the compensation committee or the chair of the committee.•We continued to engage Compensia, Inc. ("Compensia") as the executive compensation consultant for the compensation committee after evaluating that firm’s independence pursuant to applicable SEC and NYSE rules and determining that Compensia’s work did not give rise to any conflict of interest.•Compensia did not provide any services to us other than advice and support with respect to director, executive and other employee compensation, including: the levels of overall compensation and each element of compensation for our executives; peer group selection and data collection; market trends for executive and director compensation; equity compensation; a risk assessment of our compensation programs; and input on this Compensation Discussion and Analysis.Executive compensationPinterest 2023 Proxy Statement35 Executive compensation
The compensation committee reviews our executive compensation program annually to assess whether it continues to be
aligned with our compensation philosophy and program objectives as described above. The compensation committee
updates the program as needed and also evaluates and establishes target total direct compensation opportunities for each
of our NEOs.
The compensation committee’s decision making for our NEOs’ compensation is guided by the factors listed below. The
compensation committee does not weigh these factors in any predetermined manner, and no single factor is determinative
in selecting compensation elements and setting compensation levels. Members of the compensation committee apply their
business judgment and consider all of this information in light of their experience and knowledge of the company, the
competitive market and each NEO. The factors that the compensation committee considers include:
• our executive compensation program objectives;
• our performance against the financial, operational and strategic objectives established by the compensation committee
and the board;
• each of our named executive officer’s roles and responsibilities, qualifications, knowledge, skills, experience, and
marketability including on a relative basis to other similarly situated executives at the companies in our compensation
peer group;
• the performance of each of our NEOs, 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
demonstration of leadership behaviors consistent with our values, and potential to contribute to our long-term financial,
operational and strategic objectives;
• an analysis of competitive market data (as described below);
• the unrealized value and other terms of the outstanding unvested equity awards held by each of our named
executive officers;
• feedback from investors on our executive compensation program, including through the say-on-pay vote; and
• the recommendations of our CEO with respect to the compensation of our other NEOs.
Say-on-pay vote
In setting the form and amount of compensation for our NEOs, the compensation committee also considers the voting
results from our most recent say-on-pay vote as well as specific input provided by stockholders throughout the year. At
our 2022 annual stockholders’ meeting, stockholders expressed a high level of support for our executive compensation
program, with 98.3% of the votes cast in favor. The compensation committee did not make any significant changes to our
executive compensation program in 2022 as a result of the say-on-pay vote.
Competitive positioning
For purposes of comparing our executive compensation against the competitive market and to guide compensation levels
and practices, the compensation committee developed a peer group for 2022 in consultation with our external
compensation consultant. In developing the peer group, the compensation committee’s goal was to include companies that
would be relevant and useful for compensation decision-making, recognizing the individual qualifications and
marketability of our NEOs.
This resulted in a peer group comprised of:
• 30 publicly traded companies, mainly headquartered in the San Francisco Bay Area;
• in internet and software-related industries;
• with revenue from 0.25x to 6.0x Pinterest’s last four quarters’ revenue of $2.2 billion; and
• with market cap from 0.25x to 4.0x Pinterest’s 30-trading day average market capitalization of $47.6 billion.
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Pinterest 2023 Proxy Statement
For 2022, the compensation peer group consisted of the following companies:Activision Blizzard, Inc.Electronic Arts Inc.TripAdvisor, Inc.Adobe Inc.Expedia Group, Inc.Twilio Inc.AirBnB*Intuit Inc.Twitter, Inc.Arista Networks, Inc.Lyft, Inc.Uber Technologies, Inc.Autodesk, Inc.Okta, Inc.VMware, Inc.Block, Inc.Palo Alto Networks Inc.Workday, Inc.Crowdstrike Holdings, Inc.ServiceNow Inc.Yelp Inc.DocuSign, Inc.Snap Inc.Zillow Group, Inc.Doordash*Splunk Inc.Zoom VideoDropbox, Inc.Spotify Technology SACommunications, Inc.eBay Inc.* Based on the factors described above, companies marked with an asterisk were added to the peer group for 2022. Slack Technologies, Inc. was removed from the 2021 peer group.The above compensation peer group for 2022 was approved by the compensation committee in October 2021, with input from our external compensation consultant.As described above, compensation decisions are not based solely on competitive market data. Rather, the market data serves as one point of reference to aid in understanding the competitive market for executive positions in our industry. When making compensation decisions, the compensation committee does not specifically target compensation for our NEOs at a certain percentile of compensation data for other individuals with similar roles at the peer companies. Instead, the committee considers all of the data, including individual compensation data where available, as well as the many qualitative factors unique to each of our NEOs, including their responsibilities, qualifications, knowledge, performance, and marketability which are not adequately reflected in percentile-based data. In addition to publicly available compensation data, the committee may also review compensation survey data for the peer group and broader groups for supplemental, secondary reference.The compensation committee reviews our compensation peer group at least annually and adjusts its composition as warranted, taking into account changes in our business and that of the companies in our peer group, as well as changes in our executives.Base salariesConsistent with our compensation philosophy and focus on long-term value creation, base salaries are not a major portion of the target total direct compensation for our NEOs. During 2022, the compensation committee determined to set a standard base salary amount for all NEOs with the exception of Ben Silbermann, whose salary of $197,100 remained unchanged for 2022. This amount is reviewed on an annual basis.For 2022, the base salary for our NEOs was adjusted to an annual base salary of $400,000 by the compensation committee after its consideration of both the company’s and corresponding market data. The table below sets forth the base salaries for each of our NEOs as of December 31, 2022: Named Executive OfficerBase SalaryBill Ready$ 400,000 Ben Silbermann$ 197,100 Todd Morgenfeld$ 400,000 Christine Flores$ 400,000 Naveen Gavini$ 400,000 Wanjii Walcott$ 400,000 Executive compensationPinterest 2023 Proxy Statement37 Executive compensation
Long-term equity incentive compensation
Consistent with our compensation philosophy and focus on our long-term mission and value creation, the majority of our
NEOs’ target total direct compensation has historically been delivered in the form of RSUs, RSAs and stock options
generally vesting over four years. In establishing the amount and terms of these awards, the compensation committee
generally considers the factors described above under the Compensation-setting process. NEOs may receive larger
awards upon hire or in connection with a promotion or significant change in responsibilities, and do not necessarily receive
awards every year.
With respect to our NEOs who were serving as of the commencement of 2022, the compensation committee did not grant
new equity awards to such NEOs in 2022 in consideration of the company’s and each NEO’s performance during 2021 and
the unrealized value and terms of outstanding and unvested equity awards.
In connection with his appointment as our CEO and pursuant to his employment agreement, Mr. Ready received a stock
option grant to purchase 8,553,172 shares of our class A common stock. The stock option began vesting on July 20, 2022
and 1/16 of the total number of shares underlying the stock option vest on each 3-month anniversary of such date,
subject to Mr. Ready’s continued service as our CEO. He also received a grant of 934,579 RSAs (representing a value of
approximately $20 million as of the date of the grant). Mr. Ready was required to purchase shares of Class A common
stock from the open market in an aggregate amount of $5 million (“Investment Shares”) in order to receive his RSA grant.
The RSAs granted to Mr. Ready began vesting on October 20, 2022 and 1/16 of the total number of shares vest on each
3-month anniversary of such date, subject to Mr. Ready’s continued service as our CEO and his continuing to hold the
Investment Shares.
In connection with her appointment as our CLO and pursuant to her employment agreement, Ms. Walcott received a grant
of 335,853 RSUs (representing a value of approximately $8 million as of the date of the grant). Ms. Walcott’s RSUs vest in
equal installments on a quarterly basis over two years, subject to her continued employment on each applicable
vesting date.
Benefits
Generally available benefits
Our named executive officers are eligible to participate in the same employee benefits that are generally available to all
our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits include medical and
dental and vision insurance, life insurance, short- and long-term disability insurance and commuter benefits.
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Pinterest 2023 Proxy Statement
Executive compensation
Section 401(k) savings plan
In addition, we maintain a Section 401(k) savings plan that provides eligible U.S. employees with an opportunity to save for
retirement on a tax-advantaged basis by deferring eligible compensation up to certain limits as set forth in the Internal
Revenue Code. We make matching contributions to the Section 401(k) plan for all eligible employees. In addition, we have
the ability to make discretionary cash contributions to the Section 401(k) plan, though we did not do so in 2022.
Participants are immediately fully vested in both their own contributions and any company contributions. In structuring
these benefit programs, we seek to provide an aggregate level of benefits that is comparable to those provided by similarly
situated companies.
Non-qualified deferred compensation
We do not provide any non-qualified deferred compensation benefits and do not have any defined benefit pension or
supplemental executive retirement plans.
Perquisites and other personal benefits
We do not view perquisites or other personal benefits as important to achieving our compensation objectives. Accordingly,
we maintain a general benefits program for all employees and do not provide perquisites or other personal benefits to our
executive officers except where we believe it is appropriate to achieve our compensation objectives and to assist our
executive officers in the performance of their duties. During 2022, our named executive officers did not receive any
perquisites or other personal benefits, except for benefits that are generally available to all our employees.
Post-employment compensation arrangements
What we do
We have entered into executive severance and change in control agreements with each of our named executive
officers. These agreements provide severance payments and, except for Ben Silbermann, partial vesting in equity
if the named executive officer’s employment is terminated without cause (plus, in the case of Mr. Ready’s
agreement, if he resigns for good reason) as well as “double-trigger” change in control payments and full vesting
of equity in the event that the named executive officer’s employment is terminated without cause or the
executive resigns for good reason within a specified period before and after a change in control of the company.
We do not provide any of our named executive officers with a “gross-up” or other reimbursement payment for
any tax liability as a result of the application of Sections 280G or 4999 of the Internal Revenue Code.
Why we do it
We believe that having reasonable and competitive post-employment compensation arrangements is essential
to attracting and retaining highly qualified executives as well as facilitating their transition from the company
when appropriate. These severance arrangements are designed to provide reasonable compensation to
executives who leave the company under certain circumstances to facilitate their transition to new employment.
In addition, they are designed to align the interests of our named executive officers and our stockholders in the
event of a potential change in control of the company by helping our executives maintain focus on pursuing
corporate transactions that are in the best interests of our stockholders regardless of whether those
transactions may result in their own job loss. We seek to mitigate any potential employer liability and avoid
future disputes or litigation by requiring a departing executive to sign a separation and release agreement
acceptable to us as a condition to receiving post-employment compensation.
Pinterest 2023 Proxy Statement
39
The compensation committee does not consider the specific amounts payable under these post-employment compensation arrangements when establishing the annual compensation of our named executive officers. We believe, however, that these arrangements are an important component of competitive executive compensation packages. For a description of the terms of these agreements, as well as an estimate of the potential payments payable under these agreements, see “Potential payments upon termination or change in control” below.Other compensation policies and practicesEmployment arrangementsAlthough our named executive officers are employed “at-will” and their employment can be terminated at any time for any reason with or without cause, we have entered into employment agreements or offer letters with each of our named executive officers to establish an initial base salary, eligibility to participate in our employee benefit programs plus, in the case of Mr. Ready, terms regarding an initial grant of equity and, in the case of Ms. Walcott, a sign-on bonus earnable pro rata over her first year of employment.Stock ownership requirements In November 2022, we adopted a mandatory stock ownership program that applies to employees at an executive level (global job level A and above, including the NEOs). To ensure continued alignment of interests among our management, directors and stockholders, the ownership requirements are as follows: Covered Individual PositionRequired Stock Ownership LevelChief Executive Officer6X annual base salaryJob Level A Officers3X annual base salaryIndividuals must comply within five years of the later of (i) the individual first becoming subject to the policy (either upon commencement of employment with the company or due to a promotion) or (ii) the adoption of the policy. Individuals who are not in compliance after such compliance period must retain 50% of the “net profit shares” resulting from stock option exercises and/or vesting of other equity awards until they reach the applicable ownership requirement. Unvested or unearned equity awards and unexercised stock options are not counted as shares when determining the number of shares owned.Clawback Policy We believe that it is important to foster and maintain a culture that emphasizes integrity and accountability. For this reason, we maintain a clawback policy that applies to employees at global job level A and above (executives). Our policy provides that if a covered individual engages in willful misconduct that contributes to a financial restatement or material error in the calculation of any performance-based measure used to determine any covered compensation (i.e., equity or equity-based compensation and performance-based cash compensation), the compensation committee will require that such individual reimburse a portion of the covered compensation they received during the three fiscal years immediately preceding the date on which the company prepares a financial restatement or corrects the material error. Further, if an executive engages in conduct that constitutes cause as defined in the clawback policy that results in material financial or reputational harm to the company, the compensation committee will require that such executive reimburse a portion of the covered compensation they received during the three fiscal years immediately preceding the date on which the compensation committee becomes aware of the conduct constituting cause. We intend to update or supplement our clawback policy as necessary to comply with any listing standards adopted by the NYSE implementing the SEC’s recently finalized Exchange Act Rule 10-D-1.Anti-hedging and pledging policiesUnder our insider trading policy, our employees, including our executive officers, and non-employee directors are prohibited from the following transactions: entering into hedging or monetizing transactions or similar arrangements with respect to our securities, including collars, equity swaps, exchange funds and forward contracts; holding our securities Executive compensation40Pinterest 2023 Proxy Statement Executive compensation
in a margin account or pledging our securities as collateral for a loan, unless approved in advance; short selling our
securities; and engaging in any transaction in publicly traded options in our securities, including puts or calls or other
derivative securities.
Compensation risk considerations
The compensation committee has reviewed our compensation policies and practices, in consultation with its external
compensation consultant, to assess whether they encourage our employees to take inappropriate risks. After reviewing
and assessing our compensation philosophy, policies, and practices, including the mix of fixed vs. variable and short- vs.
long-term compensation, overall pay and incentive structures, the risk mitigating features built into our programs, and the
independent board oversight of our programs, the compensation committee has determined that any risks arising from our
compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the
company as a whole.
Tax deductibility considerations
Section 162(m) of the Internal Revenue Code generally disallows public companies to take a tax deduction for U.S. federal
income tax purposes for compensation in excess of $1 million paid in a year to a covered employee. Once an individual has
been determined to be a covered employee, the deduction limitation applies indefinitely.
While Pinterest has not been subject to Section 162(m) under transition rules for newly public companies, in approving the
amount and form of compensation for our named executive officers, the compensation committee considers all elements
of the cost of providing such compensation, including the potential impact of Section 162(m) in the future. However, the
compensation committee believes that our stockholders’ interests are best served by retaining flexibility to award
compensation that may result in non-deductible compensation expense. Therefore, the compensation committee has the
discretion to pay compensation that is not deductible by virtue of the deduction limit of Section 162(m).
Accounting considerations
In approving the amount and form of compensation for our named executive officers, the compensation committee
considers the impact of FASB ASC Topic 718, which requires us to measure and recognize the compensation expense for
all share-based payment awards made to our employees and directors, including RSUs and RSAs that may be settled for
shares of our Class A and Class B common stock, based on the grant date fair value of these awards.
Compensation committee report
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis
contained in this proxy statement. Based on their review and discussion, the compensation committee has recommended
to the board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into the
company’s 2022 annual report on Form 10-K.
Members of the Compensation Committee
Leslie Kilgore (Chair)
Gokul Rajaram
Andrea Wishom
Pinterest 2023 Proxy Statement
41
Compensation tablesSummary compensationThe following table shows the compensation awarded or paid to, or earned by, our named executive officers for 2022, 2021 and 2020, as applicable, in accordance with the SEC’s rules for public companies. 2022 Summary compensation tableName and Principal PositionYear(1)Salary($)Bonus($)Stock Awards($)(2)Option Awards($)(3)All Other Compensation($)(4)Total($)Bill ReadyChief Executive Officer2022 203,030 — 21,532,700 100,815,383 100,622 (7) 122,651,735 Benjamin SilbermannCo-Founder, President& Former CEO2022 197,100 — — — 4,928 202,028 2021 197,100 — — — 2,000 199,100 2020 197,100 — — — 2,000 199,100 Christine FloresFormer General Counsel andCorporate Secretary2022 290,833 — — — 6,000 296,833 2021 345,000 — 774,752(5) — 2,000 1,121,7522020 345,000 — 4,440,772 — 2,000 4,787,772Todd MorgenfeldChief Financial Officer and Head of Business Operations2022 393,417 — — — 6,000 399,417 2021 360,500 — 1,650,351 (5) — 2,000 2,012,851 2020 360,500 — 10,611,517 — 2,000 10,974,017 Naveen GaviniSenior Vice President of Products2022 391,667 — — — 6,000 397,667 2021 330,114 — 1,033,313 (5) — 2,000 1,365,427 Wanji WalcottChief Legal Officer2022 53,030 500,000 (6) — — — 553,030 (1)In accordance with SEC rules, we have omitted 2021 and 2020 compensation for Messrs. Ready and Ms. Walcott and 2020 compensation for Mr. Gavini since they were not serving as executive officers during such years.(2)Unless otherwise noted, reported amounts represent the aggregate grant date fair value of RSAs and RSUs granted during the years shown, as computed in accordance with FASB ASC Topic 718. See "Note 9 to the Consolidated Financial Statements" included in our 2022 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. Other than Mr. Ready who received an award of RSAs in connection with his appointment as our CEO effective June 29, 2022, none of our named executive officers received RSAs or RSUs in 2022.(3)Reported amounts represent the aggregate grant date fair value of options granted during the years shown, as computed in accordance with FASB ASC Topic 718. See "Note 9 to the Consolidated Financial Statements" included in our 2022 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. Other than Mr. Ready who received an award of options in connection with his appointment as our CEO effective June 29, 2022, none of our named executive officers received options in 2022. (4)Reflects matching 401(k) contributions unless otherwise noted.(5)The compensation committee approved an amended and restated executive severance and change in control agreement (the “Amended and Restated Severance Agreement”) on December 15, 2021 for executive officers except Ben Silbermann. The Amended and Restated Severance Agreement resulted in modifications of outstanding RSU and RSA awards for Todd Morgenfeld, Christine Flores and Naveen Gavini. The amounts represent the aggregate incremental fair value of their modified awards as computed in accordance with FASB ASC Topic 718 and do not reflect new equity grants. See “Potential Payments upon Termination of Change in Control” below for additional details.(6)Represents a one-time bonus as an advance that is to be earned pro-rata over the course of Ms. Walcott’s first year of employment. If Ms. Walcott quits or her employment is terminated for cause within twelve months of her start date, Ms. Walcott is required to pay back a portion of the bonus prorated to the number of full months that she was employed.(7)Represents reimbursement of legal fees incurred in connection with Mr. Ready's employment agreement.Executive compensation42Pinterest 2023 Proxy Statement Grants of plan-based awardsThe company did not grant stock or other plan-based awards to our named executive officers in 2022, other than to Mr. Ready. 2022 Grants of plan-based awards tableNameGrant DateAll Other Stock Awards: Number ofShares of Stock or Units (#)(1)All Other Option Awards: Number ofSecurities Underlying Options (#)(2)Exercise or base price of option awards ($/Sh)Grant Date Fair Value ofStock Awards ($)William Ready8/31/2022 934,579 21,532,700 6/29/2022 8,553,172 19.96 100,815,383 (1)The RSAs granted to Mr. Ready began vesting on October 20, 2022 and 1/16 of the total number of shares vest on each 3-month anniversary thereafter, subject to Mr. Ready’s continued service as our CEO and his continuing to hold the Investment Shares.(2)The stock option began vesting on July 20, 2022 and 1/16 of the total number of shares underlying the stock option vest on each 3-month anniversary of the Option Vesting Commencement Date, subject to Mr. Ready’s continued service as our CEO.Outstanding equity awardsThe following table shows certain information with respect to the outstanding equity awards held by our named executive officers as of December 31, 2022. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table. For information with respect to the vesting acceleration provisions applicable to the equity awards held by our named executive officers, see “Potential Payments upon Termination or Change in Control” below. Ms. Flores forfeited all of her outstanding equity awards in connection with her departure on October 1, 2022.Outstanding equity awards at fiscal 2022 year-end table Option Awards(1)Stock Awards(1) Number of SecuritiesUnderlying UnexercisedOptionsExercisePrice PerShare($) Shares or Units of StockThat Have Not VestedNameGrant Date ExercisableUnexercisableExpirationDateNumber(2)MarketValue(3) ($)Bill Ready6/29/22 534,573 8,018,599 19.96 6/29/32 — — 8/31/22 — — — 876,168 21,273,360 Benjamin Silbermann4/25/13 323,704 — 1.88 4/25/23 — — 3/21/19 — — — 700,001 16,996,025 Todd Morgenfeld4/7/20(4) — — — 641,025 15,564,088 Naveen Gavini3/28/19(5) — — — 3,125 75,875 4/7/20(6) — — — 285,009 6,920,019 (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). RSUs granted under the 2009 Stock Plan will be settled in shares of our Class B common stock. RSUs granted under the 2019 OmnibusExecutive compensationPinterest 2023 Proxy Statement43 Executive compensation
Incentive Plan will be settled in shares of our Class A common stock and RSAs granted under the 2019 Omnibus Incentive Plan
represent restricted 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 liquidity-based vesting condition was satisfied in connection with our IPO.
The schedule associated with the service-based vesting condition varies for each grant of RSUs and RSAs 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 $24.28 per share as of December 31, 2022.
(4)
The award provides that the service-based vesting condition will be satisfied for 6.25% of the total number of RSUs at the end of each
three-month period during the four-year period commencing on December 20, 2018 and ending on December 20, 2022.
(5) The award provides that the service-based vesting condition will be satisfied for 6.25% of the total number of RSUs at the end of each
three-month period during the four-year period commencing on March 20, 2019 and ending on March 20, 2023.
(6) The award provides that the service-based vesting condition will be satisfied for (i) 4.37% of the total number of RSAs on June 20,
2020; (ii) 4.7% of the total number of RSAs at the end of each three-month period during the nine-month period commencing on
June 20, 2020 and ending on March 20, 2021; (iii) 5.5% of the total number of RSAs at the end of each three-month period during
the 12-month period commencing on March 20, 2021 and ending on March 20, 2022; (iv) 6.47% of the total number of RSAs at the
end of each three-month period during the six-month period commencing on March 20, 2022 and ending on September 20, 2022; (v)
6.63% of the total number of RSAs on December 20, 2022; (vi) 7.6% of the total number of RSAs on March 20, 2023; and (vii) 8.09%
of the total number of RSAs at the end of each three-month period during the 12-month period commencing on March 20, 2023 and
ending on March 20, 2024.
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Pinterest 2023 Proxy Statement
Option exercises and stock vestedThe following table shows information regarding the number and value of shares of common stock acquired during 2022 by our named executive officers from the vesting of RSUs and RSAs and exercise of stock options.2022 Option exercises and stock vested tableOption Award ExercisesStock Award VestingsNameShares Acquired (#)Value Realized ($)(1)Shares Acquired (#)Value Realized ($)(2)Bill Ready — — 58,411 1,341,701 Benjamin Silbermann 3,647,408 82,620,519 466,666 11,343,478 Todd Morgenfeld — — 466,664 10,931,604 Christine Flores — — 174,999 4,040,144 Naveen Gavini — — 225,817 5,287,843 Wanji Walcott — — — — (1)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.(2)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 immediately preceding trading day.Potential payments upon termination or change in controlThe company and Bill Ready entered into an executive severance and change in control agreement on June 23, 2022, in connection with his appointment as Chief Executive Officer. On December 15, 2021, an amended and restated executive severance and change in control agreement was approved for certain of our executive officers, including Todd Morgenfeld, Christine Flores and Naveen Gavini. These agreements were updated to improve Pinterest’s ability to attract and retain executive talent and facilitate executive talent transitions. Ms. Walcott entered into an executive severance and change in control agreement (on the same terms as the agreements with Messrs. Morgenfeld and Gavini and Ms. Flores) at the time of her hire. Ben Silberman remains eligible for the severance benefits under his original agreement.The payments and benefits under these agreements are described in more detail and quantified below. All of the payments and benefits provided under these agreements are subject to the named executive officer’s execution of a general release of claims against the company and continued adherence to the terms of a confidential information and invention assignment agreement with the company.In addition to the above, the 2019 Omnibus Incentive Plan provides that in the event of termination upon death or disability, any employee who holds stock options or his or her beneficiary (in the event of death) may exercise any outstanding vested stock options at any time as follows: (i) in the event of disability, during six months following termination; and (ii) in the event of death, during 12 months following death or if earlier, termination.Certain termination not involving a change in controlIn the event of a termination without "cause" (as such term is defined in Mr. Silbermann’s agreement) that is not in connection with a change of control, Mr. Silbermann would receive a lump sum cash payment of 6 months of base salary and 6 months of health benefits continuation, and the other NEOs would receive a lump sum cash payment equal to a maximum of 24 months of salary and 24 months of health benefits continuation (which period is reduced by one month for each month of service with us up to a maximum reduction of 12 months). Mr. Ready would also be eligible to receive such severance payments and benefits upon his resignation for “good reason” (as such term is defined in Mr. Ready’s agreement) not in connection with a change of control.Additionally, upon such a termination without “cause” (as such term is defined in the applicable NEO’s agreement), each NEO, other than Mr. Silbermann, will vest in the portion of each outstanding equity award that would otherwise have vested during the 24-month period following such termination (which period is reduced by one month for each month of service with us up to a maximum reduction of 12 months).Executive compensationPinterest 2023 Proxy Statement45 Executive compensation
Involuntary termination involving a change in control
In the event of a termination without cause or a resignation with "good reason" (as such term is defined in Mr. Silbermann’s
agreement), in each case, on or within one year following a "change in control" of the company (as such term is defined in
Mr. Silbermann’s agreement), Mr. Silbermann would receive a lump sum cash payment of 12 months of base salary and
12 months of health benefits continuation, and the other NEOs would receive a lump sum cash payment equal to a
maximum of 24 months of salary and 24 months of health benefits continuation (which period is reduced by one month for
each month of service with us up to a maximum reduction of 12 months).
To the extent that any such termination of service occurs within 90 days prior to, or 12 months following a “change in
control” of the company (as such term is defined in the applicable NEO’s agreement), each NEO, including Mr. Silbermann,
will fully vest in all outstanding equity awards and also receive 24 months of health benefits continuation (which period is
reduced by one month for each month of service with us up to a maximum reduction of 12 months). Separately, upon a
change in control of the company, in the event that a named executive officer’s equity awards are not assumed, substituted
or otherwise continued or replaced with similar equity awards, such awards will vest in full regardless of whether the
officer terminates employment.
These payments and acceleration of vesting are subject to a “best net after-tax” provision to reduce the amounts paid in
the event that they would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the
Internal Revenue Code.
Estimated payments as of December 31, 2022
The following table presents the estimated payments that each of our named executive officers would have been entitled
to receive under these agreements assuming that a termination of employment and, where applicable, a change in control
of the company had occurred as of December 31, 2022 and based on the closing price per share of our Class A common
stock on the last trading day of the year ($24.28 on December 31, 2022). Amounts actually received if any of the named
executive officers cease to be employed will vary based on factors such as the timing during the year of any such event, the
company’s stock price, and any changes to our benefit arrangements and policies. Amounts shown do not include:
(i) benefits earned during the term of the named executive officer’s employment that are available to all benefit-eligible
salaried employees; and (ii) the value of vested equity awards that the named executive officer is entitled to regardless of
whether employment is terminated.
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Pinterest 2023 Proxy Statement
2022 Potential termination payments tableNameBenefitTerminationWithout Cause($)Termination Without Cause orfor Good Reason in connectionwith Change in Control($)Bill ReadyLump sum severance payment(1) 651,844 651,844 Value of accelerated equity awards(2) 22,365,476 55,913,716 Total 23,017,320 56,565,560 Benjamin SilbermannLump sum severance payment(1) 115,831 231,663 Value of accelerated RSUs and RSAs(2) — 16,996,025 Total 115,831 17,227,688 Todd MorgenfeldLump sum severance payment(1) 431,477 431,477 Value of accelerated RSUs and RSAs(2) 12,451,270 15,564,088 Total 12,882,747 15,995,565 Naveen GaviniLump sum severance payment(1) 400,487 400,487 Value of accelerated RSUs and RSAs(2) 5,595,132 6,995,894 Total 5,995,619 7,396,381 Wanji WalcottLump sum severance payment(1) 832,912 832,912 Value of accelerated RSUs and RSAs(2) — — Total 832,912 832,912 (1)Reported amounts are based on the 2022 base salary of each named executive officer and include 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 are based on (i) in the event of a termination without cause, the number of unvested RSUs, RSAs and stock options, as applicable, scheduled to vest within the following 12 months and (ii) in the event of a double trigger termination, the total number of unvested RSUs and RSAs, as applicable, as of the end of the last fiscal year, in each case, multiplied by the closing price per share of our Class A common stock on the last trading day of the year and the total number of unvested stock options 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 minus the exercise price of the award. The value set forth in the event of a double trigger termination is the same value that would apply in the event of a Ms. Flores resigned from the company effective October 1, 2022 and did not receive any payments or benefits in connection therewith. Accordingly, pursuant to Instruction 4 of Item 402(j) of Regulation S-K under the US Securities Act of 1933, as amended (the "Securities Act"), Ms. Flores is not included in the table above.Executive compensationPinterest 2023 Proxy Statement47change in control of the company where the awards are not assumed or substituted (as described above). CEO pay ratioPursuant to Item 402(u) of Regulation S-K under the Securities Act and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annualized total compensation of Mr. Ready to the annual total compensation of our median employee (excluding the CEO).The following table presents the ratio of the annualized total compensation of our CEO to that of our median employee for the year ended December 31, 2022.Chief Executive Officer annualized total compensation 239,400,446 Median Employee total compensation 239,750 Ratio of Chief Executive Officer to Median Employee total compensation998.5 to 1.0This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.To identify the median employee, we analyzed the compensation of all of our employees, excluding our CEO, whether employed on a full-time, part-time, temporary or seasonal basis as of December 31, 2022. We did not include any contractors or other non-employee workers in our employee population.To identify the median employee, we used a consistently applied compensation measure consisting of the sum of base salary rate, actual bonus and the grant date fair value of equity awards granted during the 12-month period from January 1, 2022 through December 31, 2022 for all applicable employees as described above. In the case of non-U.S. employees, payments not made in U.S. dollars were converted to U.S. dollars using the average applicable currency exchange rates for the month of December 2022.Using the methodology described above, the median employee we identified is a full-time employee based in the United States. We calculated the total compensation for the median employee using the same methodology used to report the total compensation of our named executive officers in the "2022 Summary compensation table".Mr. Ready served as CEO for only a portion of fiscal 2022. Therefore, in accordance with Item 402(u) of Regulation S-K under the Securities Act we are using Mr. Ready's annualized total compensation for purposes of this calculation.Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies.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’s performance to align our executives’ pay. 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 and certain financial performance of the company. In this section, First PEO refers to Benjamin Silberman, our former CEO and Second PEO refers to Bill Ready, our CEO. Executive compensation48Pinterest 2023 Proxy Statement Compensation actually paid YearSummaryCompensationTable Total for FirstPEOSummaryCompensationTable Total for Second PEOCompensationActually Paid to FirstPEOCompensationActually Paid to Second PEOAverageSummaryCompensationTable Total for Non-PEO NEOsAverageCompensationActually Paid to Non-PEO NEOsValue of Initial Fixed $100 Investment Based On:Net Income (Loss)(in thousands)Total Stockholder ReturnPeer Group Total Stockholder Return2022 202,028 122,651,735 (13,866,816) 153,878,150 411,737 (11,364,015) 99.51 101.37 (96,047) 2021 199,100 — (32,587,745) — 11,394,930 (25,236,449) 148.98 178.15 316,438 2020 199,100 — 81,738,645 — 4,047,470 49,261,185 270.08 178.79 (128,323) Notes:1.The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table (SCT) above for the covered fiscal year. For the years reported in the table, Benjamin Silberman was our PEO from January 2020 to July 2022, and Bill Ready was our PEO from July 2022 to December 2022.2.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:YearReported Summary Compensation Table Total for First PEOReported Value ofEquity Awards(a)Equity AwardAdjustments(b)Compensation ActuallyPaid to First PEO2022 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 YearReported Summary Compensation Table Total for Second PEOReported Value ofEquity Awards(a)Equity AwardAdjustments(b)Compensation ActuallyPaid to Second PEO2022 122,651,735 122,348,083 153,574,498 153,878,150 YearAverage Reported Summary Compensation Table Total for Non-PEO NEOsAverage Reported Value of Equity Awards(a)Average Equity Award Adjustments(b)Average Compensation Actually Paid to Non-PEO NEOs2022 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)The 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 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:Executive compensationPinterest 2023 Proxy Statement49 First PEOYearYear End Fair Value of Equity Awards Granted in the Year and Unvested at Year EndYear over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair ValueTotalEquityAwardAdjustments2022 — (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 PEOYearYear End Fair Value of Equity Awards Granted in the Year and Unvested at Year EndYear over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair ValueTotalEquityAwardAdjustments2022 144,492,263 — 9,082,235 — — — 153,574,498 Average Non-PEO NEOsYearYear End Fair Value of Equity Awards Granted in the Year and Unvested at Year EndYear over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair ValueTotalEquityAwardAdjustments2022 — (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-principal executive officer (PEO) named executive officers (NEOs) represent the following individuals for each of the fiscal years shown: YearNon- PEO NEOs2022Todd Morgenfeld, Christine Flores, Naveen Gavini, Wanji Walcott2021Evan Sharp, Todd Morgenfeld, Christine Flores, Naveen Gavini2020Evan Sharp, Todd Morgenfeld, Christine Flores, Françoise BrougherExecutive compensation50Pinterest 2023 Proxy Statement Performance discussion1. TSR: Company versus Peer Group Description of Relationship Between Company TSR and Peer Group Total Shareholder Return (“TSR”)The following chart shows a comparison of the cumulative TSR, the Standard & Poor's 500 Stock Index (S&P 500 Index) and the Dow Jones Internet Composite Index (DJINET Composite Index). The graph uses the closing market price on April 18, 2019 of $24.40 per share as the initial value of our common stock. 2. CAP versus TSRDescription of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSRThe following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the company’s cumulative TSR over the three most recently completed fiscal years.Executive compensationPinterest 2023 Proxy Statement51PINSDJINETS&P 500$0$50$100$150$200$250$300$350$400Dec-22Apr-20Aug-20Dec-20Apr-21Aug-21Dec-21Apr-22Aug-22Dec-19Aug-19Apr-19$(50,000)$0$50,000$100,000$150,000$200,000202220212020PEO and Average NEO Compensation Actually Paid Versus Company TSRCompensation Actually Paid to First PEOAverage Compensation Actually Paid to Non-PEO NEOsCompensation Actually Paid to Second PEOCompany TSRCompensation Actually Paid (in thousands)Company TSR (FYE 2019 Indexed to $100)81,739(32,588)(25,236)(13,867)(11,364)153,87849,261$0$100$200$300 3. CAP versus Net IncomeDescription of Relationship Between PEO and Other NEO Compensation Actually Paid and Net IncomeThe following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the three most recently completed fiscal years.Executive compensation52Pinterest 2023 Proxy Statement$(50,000)$0$50,000$100,000$150,000$200,000202220212020$(200,000)$(150,000)$(100,000)$(50,000)$0$50,000$100,000$150,000$200,000$250,000$300,000$350,000PEO and Average NEO Compensation Actually Paid Versus Company Net IncomeCompensation Actually Paid to First PEOAverage Compensation Actually Paid to Non-PEO NEOsCompensation Actually Paid to Second PEONet IncomeCompensation Actually Paid (in thousands)Net Income (in thousands)49,261(32,588)(128,323)(96,047)316,438(25,236)153,878(13,867)(11,364)81,739 Equity compensation plan informationThe following table provides information as of December 31, 2022, with respect to the shares of our common stock that may be issued under our 2009 Stock Plan and 2019 Omnibus Incentive Plan.Plan CategorySecurities to be Issued uponExercise of Outstanding Options,Warrants and Rights(#)Weighted-Average ExercisePrice of Outstanding Options,Warrants and Rights($)Securities RemainingAvailable for Future Issuanceunder Equity Compensation Plans(#)Plans approved bysecurity holders(1) 70,317,533 (2) 13.25 (3) 117,384,569 (4)Plans not approved bysecurity 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 through 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 1,405,403 shares of Class B common stock issuable upon vesting of RSUs awarded under our 2009 Stock Plan and 6,610,346 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 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 49,349,177 shares of Class A common stock issuable upon vesting of RSUs and 3,763,542 shares of Class A common stock issuable upon vesting of RSAs awarded under our 2019 Omnibus Incentive Plan as well as 9,189,065 shares of Class A common stock issuable upon exercise of outstanding options granted under our 2019 Omnibus Incentive Plan.(3)Excludes RSAs and 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).Executive compensationPinterest 2023 Proxy Statement53 Audit mattersProposal 3Ratification of selection of independent auditorThe audit committee has sole responsibility for the appointment, compensation and oversight of our independent registered public accounting firm. At the annual meeting, you are being asked to ratify the audit committee’s selection of Ernst & Young LLP (“EY”) to serve as our independent auditor for the year ending December 31, 2023. EY has served as our independent auditor since 2013. The audit committee believes that the continued retention of EY as our independent auditor is in the best interests of Pinterest and its stockholders. Representatives of EY are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate stockholder questions.The board, upon recommendation of the audit committee, is submitting the selection of EY to stockholders for ratification as a matter of good corporate governance. If stockholders do not ratify the selection of EY, the audit committee will review its future selection of our independent auditor in light of that result. Even if the selection is ratified, the audit committee may, in its discretion, appoint a new independent auditor at any time during the year if it determines that such a change would be in the best interests of the company and its stockholders.The board recommends a vote FOR the ratification of Ernst & Young LLPPrincipal accountant fees and servicesThe following table represents aggregate fees for EY services for the years ended December 31, 2022 and 2021 (in thousands):20222021Audit fees(1) 4,483 3,736 Audit-related fees(2) — — Tax fees(3) 1,222 1,000 All other fees(4) — 128 Total fees 5,705 4,864 (1)Consist of fees for services rendered in connection with the annual audit of our consolidated financial statements and audit of internal control over financial reporting, reviews of our quarterly condensed consolidated financial statements, services provided in connection with statutory and regulatory filings, and consultations on accounting matters directly related to the audit.(2)There were no audit-related fees for the years ended December 31, 2022 and 2021. (3)Consist of fees for services rendered for tax compliance, tax advice and tax planning. (4)Consist of fees for all other services not included in the categories set forth above.54Pinterest 2023 Proxy Statement Audit matters
Pre-approval policies and procedures
It is the policy of the audit committee to pre-approve, typically near the beginning of each fiscal year, all audit and
permissible non-audit services to be provided by the independent auditor during that fiscal year. The audit committee
also may pre-approve particular services during the fiscal year on a case-by-case basis. The audit committee has
delegated to the chair of the audit committee the authority to pre-approve such specific services on a case-by-case
basis for which the aggregated estimated fees do not exceed $200,000. The audit committee or its chair, as applicable,
considers whether the provision of any non-audit services is compatible with maintaining the independence of our
independent auditor, and solicits the input of management and the independent auditor on this issue. The audit
committee pre-approved all of the services reported in the table above, pursuant to the policies and procedures
described above, and the audit committee determined that all non-audit services provided to the company by EY were
compatible with the maintenance of EY’s independence in the conduct of its auditing functions.
Audit committee report
The audit committee has reviewed and discussed with management the audited financial statements for the fiscal year
ended December 31, 2022. The audit committee has discussed with Ernst & Young LLP ("EY"), our independent registered
public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company
Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee has also received the written disclosures and
the letter from EY required by applicable requirements of the PCAOB regarding the firm’s communications with the audit
committee concerning independence and has discussed with EY the firm’s independence. Based on the foregoing, the audit
committee has recommended to the board that the audited financial statements be included in our 2022 annual report on
Form 10-K.
Members of the Audit Committee
Fredric Reynolds (Chair)
Leslie Kilgore
Salaam Coleman Smith
Marc Steinberg
Pinterest 2023 Proxy Statement
55
Stockholder proposals
We have set forth below two stockholder proposals submitted under SEC rules, along with the supporting statement of
each of the stockholder proponent, for which we and our board accept no responsibility. The stockholder proposal will be
voted on at our annual meeting only if properly presented at our annual meeting by or on behalf of each of the stockholder
proponent. We will promptly provide each stockholder proponent’s name, address, and, to our knowledge, share
ownership upon a stockholder’s oral or written request to the Corporate Secretary at 651 Brannan St., San Francisco,
California 94107, (415) 762-7100.
As explained below, our board unanimously recommends that you vote “AGAINST” proposal 4 and “AGAINST” proposal 5.
if they are properly presented at the annual meeting, for the reasons stated in the statement of opposition following each
stockholder proposal.
Proposal 4
Stockholder proposal requesting a report on
certain data relating to anti-discrimination and
anti-harassment
Stockholder proposal and supporting statement
The lead filer, the Comptroller of the State of New York, Thomas P. DiNapoli, Trustee of the New York State Common
Retirement Fund has advised us that it intends to present the following resolution:
Resolved:
Shareholders request the Board of Directors oversee the preparation of an annual public report describing and quantifying
the effectiveness and outcomes of Pinterest, Inc.'s (Pinterest) efforts to prevent harassment and discrimination against its
protected classes of employees. In its discretion, the Board may wish to consider including disclosures such as:
• the total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment or
discrimination in the previous three years;
• the total number of pending harassment or discrimination complaints the company is seeking to resolve through
internal processes, arbitration or litigation;
• the aggregate dollar amount associated with the enforcement of arbitration clauses;
• the number of enforceable contracts which include concealment clauses that restrict discussions of harassment or
discrimination;
• the aggregate dollar amount associated with agreements which contain concealment clauses, and
• the effect of Pinterest's different treatment of gender and race discrimination claims and those of members of other
protected classes regarding the enforcement of concealment clauses.
Concealment clauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure
or non-disparagement agreements, that the Company asks employees to sign which would limit their ability to discuss
unlawful acts in the workplace, including harassment and discrimination.
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Pinterest 2023 Proxy Statement
Stockholder Proposals
This report should not include the names of accusers or details of their settlements without their consent and should be
prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of
contractual obligations.
Supporting statement
Controversies have surrounded Pinterest's workforce management. Most recently, the Company settled a shareholder
derivative suit that alleged breaches of fiduciary duty by current and former officers and directors of Pinterest, that
resulted in a pattern of gender and race employment discrimination and retaliation by certain executives at the Company
and failures of oversight by the Board. Prior to the derivative action the company settled a discrimination claim brought by
a former officer for $22.5 million.
The Securities Exchange Commission has shown increased attention to human capital management issues, as
demonstrated by its 2020 rulemaking and the Chairman's public comments about future, more prescriptive disclosure
rulemaking. There have been several high-profile derivative suits settled recently, at this Company and others including at
Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging boards breached their duties by failing to protect employees
from discrimination and harassment, injuring the companies and their shareholders.
A public report such as the one requested would assist shareholders in assessing whether the Company is improving its
workforce management. Civil rights violations within the workplace can result in substantial costs to companies, including
fines and penalties, legal costs, costs related to absenteeism, and reduced productivity. A company's failure to properly
manage its workforce can have significant ramifications, making it more difficult to retain and recruit employees, and
jeopardize relationships with customers and other partners.
Pinterest's statement in opposition to proposal 4
The board has considered this proposal and determined that in light of Pinterest’s current practices, publishing the
requested annual report would not serve the best interests of Pinterest or our stockholders.
Some of the information outlined in the proposal is not relevant to Pinterest. For example, regarding concealment clauses,
Pinterest does not restrict employees from disclosing information about unlawful acts in the workplace and has committed
not to enforce existing non-disclosure agreements against individuals who disclose or discuss the circumstances
underlying claims of alleged discrimination.
Other information outlined in the proposal, such as the number of pending harassment or discrimination complaints or
aggregate dollar amount of settlements, could drive confusion and misunderstanding. For example, an employee could
raise a complaint about alleged discrimination and after an objective and thorough investigation, it’s determined that the
conduct was appropriate and expected, such as normal performance management. Similarly, sharing the dollar amount of
settlements could be misleading and damage shareholder value. There are many reasons that a company may choose to
resolve a threatened action that have nothing to do with the merits of the claim, including but not limited to avoiding the
inherent risks and cost of litigation and avoiding disruption and distraction to the business.
The proposal references controversies surrounding Pinterest's workforce management, which occurred in 2020, and
recent settlement of a derivative shareholder derivative suit which stemmed from those same workplace concerns raised
in 2020. As outlined in more detail below, since 2020 Pinterest has taken meaningful steps to invest in and improve its
culture, including a thorough review of its workplace culture and implementing new policies, procedures and oversight to
ensure a respectful and inclusive environment.
Steps taken following concerns raised in 2020
Special committee recommendations
Following concerns raised by current and former employees in 2020, our board promptly established a special committee
of the board (the “special committee”) in June 2020 to independently review Pinterest’s workplace culture and develop
recommendations to further support an inclusive, fair, and respectful workplace. That review lasted 5 months and involved
an extensive review of data, policies, and practices, and interviews with more than 350 current and former employees and
engaged third party experts to better understand how the company could improve. As an output of this work, the special
Pinterest 2023 Proxy Statement
57
Stockholder Proposals
committee issued comprehensive recommendations. Pinterest committed to making all of the recommended changes and
that implementation is now nearly complete. In early 2022, the board dissolved the special committee since the
recommendations were integrated into our broader workforce program and policies and accordingly, the compensation
committee took over the oversight of this work. For more information on oversight by our board, see “Corporate
Oversight” below.
Stockholder derivative lawsuit settlement and external oversight
Pinterest also recently settled a shareholder derivative suit that stemmed from the same allegations in 2020. This
settlement has been approved by the federal court and is publicly available at https://investor.pinterestinc.com/press-
releases/press-releases-details/2022/Notice-to-Shareholders-Regarding-Settlement/default.aspx. We are in the process
of implementing the terms of that settlement, including policies and procedures, corporate governance changes, and
facilitating collaboration with external third parties like the NAACP to consult with Pinterest on diversity best practices
and ideas for inclusive products. In addition to Pinterest’s own oversight of implementation of the settlement, Plaintiff’s
counsel is reporting to the court two times per year on the progress in implementation. These updates are publicly
available at https://pacer.uscourts.gov/.
Pinterest understands the importance of building an inclusive, fair, and respectful workplace and is committed to having
clear policies and procedures; clear channels to raise concerns; training at each level of the organization, including at the
leadership and board levels; oversight by management and the board; and transparency around its practices.
Understanding and addressing employee concerns
If employees see unethical or other inappropriate behavior, they should feel comfortable coming forward to report their
concerns, and we maintain a non-retaliation policy that is designed to help people do so without fear of retribution. We
encourage employees to discuss matters with their managers, but we also understand there may be circumstances when
they would prefer to raise potential issues via another route. We maintain numerous channels for submitting complaints,
comments and reports of misconduct, including anonymously.
For example, in addition to our people care team, human resources business partners and legal and compliance team
lawyers, an online EthicsPoint portal is available to employees and partners 24/7 that offers the choice to remain
anonymous. Similarly, reports can be made via telephone hotline, with the option for anonymity.
We take reports very seriously and seek to conduct investigations promptly, thoroughly, with empathy and as
confidentially as possible. In addition to investing significantly in growing and developing our inclusion and diversity and
human resources teams, we have a centralized team of investigators to investigate workplace concerns. Our audit
committee is responsible for reviewing our compliance policies and procedures, and also receive regular updates on the
incidents reported pursuant to the Code of Business Conduct and Ethics or through our other hotlines and procedures. We
also have an employee facing guide that explains the investigation process, including the role of the investigator, how
decisions are made, expectations of employees in the process, resources available to employees, and our prohibition
against retaliation.
We have also evolved our employee feedback program, including engaging an external partner to conduct the survey to
emphasize confidentiality and encourage candor.
In 2022, Pinterest also launched an industry leading Ombuds Program, providing a channel for employees to ask questions,
raise concerns and seek guidance on resolving work challenges. The program, one of the first in the technology sector, was
designed to comply with the International Ombuds Association Code of Ethics and serves as a confidential, impartial,
informal function that operates independently of existing complaint and issue-resolution processes. Importantly the
Ombuds function is independent and separate from human resources. The Head of Ombuds reports directly to our CEO
and has direct channels to our board.
Commitment to inclusion and diversity
At Pinterest, our I&D vision is to create a culture where employees flourish through representation and belonging, users
thrive with inspiration and Pinterest grows through innovation.
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Pinterest 2023 Proxy Statement
Education and training to drive inclusionSince 2020, Pinterest has made investments in education and training to drive inclusion. In 2021, all employees completed training on the company’s updated Code of Business Conduct and Ethics and our enhanced harassment and discrimination policy (now called the Respect in the Workplace Policy) to ensure that all of our employees understand Pinterest’s expectations for how we each contribute to an fair, inclusive, and welcoming work environment. We also updated and expanded our introduction to inclusion training for all employees, a mandatory anti-bias training that is incorporated into our new hire orientation process as well as training for managers and leaders on inclusivity and bias mitigation. We have also offered various other programs that support inclusion, for example, Transgender Training Institute gender inclusion workshops, Right to Be bystander intervention education, CNEXT Accelerate development for high-potential leaders, and Activate Inclusion DEI training and inclusion-focused executive coaching.External advisors and partnersOur I&D team and community-based partnerships provide the expertise, capacity and accountability that bring the I&D vision to life. We collaborate with cross-industry organizations, experts and thought leaders from communities we seek to inspire—like Catalyst and /dev/color. In 2020, we worked with the social impact agency Values Partnerships to launch the Pinterest Inclusion Advisory Council composed of executives from leading civil rights organizations, including the NAACP, American Association of People with Disabilities, Asian Americans Advancing Justice, Poderistas, and others. The Inclusion Advisory Council meets with our Executive Leadership twice a year to offer direct guidance and thought partnership. In 2021, we created the Inclusion Insiders Council, which is composed of thought leaders, subject matter experts and influencers from multiple industries representing many of the communities we seek to inspire, and offers guidance and thought partnership on the direction of new marketing campaigns, product development and strategic priorities.Corporate oversightBuilding a diverse organization requires intentionality and collective action. We believe the responsibility to foster an inclusive workplace is everyone’s responsibility, beginning with our management and our board. We seek inclusion and diversity at the highest levels in our organization. The Pinterest board, as well as our leadership team, is diverse in terms of gender, race, and skills, expertise and experience. Our board of 11 directors is composed of eight independent directors, three women and is racially diverse. Our compensation committee oversees our I&D efforts, as well as the implementation of the special committee recommendations and the shareholder derivative suit settlement terms. Management regularly updates the committee on progress against our I&D goals, our commitment to pay equity, any impediments to our efforts and relevant trends and observations. We also have an open line of communication between the committee and our Global Head of I&D and with our Head of Ombuds.Accountability and transparencyThe company has a number of processes in place to drive accountability, including board oversight and escalation of any significant harassment or discrimination allegations or allegations involving senior leaders. Pinterest also shares information publicly in regularly published diversity reports and its recently published ESG Impact Report, including representation goals, progress against those goals, its commitment to diversity, equity and inclusion and to maintaining pay equity. ConclusionWe remain confident in our commitment to creating and maintaining a respectful and inclusive workplace at Pinterest. We have been working hard to reflect our goals and values in our culture, including earmarking a $50 million investment in diversity, equity and inclusion. We believe that our active board oversight, existing policies and dedicated team effectively address the issues targeted by this proposal and that producing the requested report is therefore unnecessary and not in the best interests of our stockholders. The board recommends a vote AGAINST proposal 4 Stockholder ProposalsPinterest 2023 Proxy Statement59 Proposal 5Stockholder proposal requesting additional reporting on government requests to remove contentStockholder proposal and supporting statementThe National Center for Public Policy Research has advised us that it intends to present the following resolution:Resolved:Shareholders request that Pinterest (“Company”) provide a report, published on its website and updated semi-annually – and omitting proprietary information and at reasonable cost – that specifies the Company’s policy in responding to requests to remove, “shadowban,” fail to promote or take other action regarding content on its platform or platform users by the Executive Office of the President, Members of Congress, or any other agency, entity or subcontractor on behalf of the United States Government, or by any political party, candidate for public office, or political campaign. This report should include information necessary to give shareholders a full understanding of the interactions without revealing proprietary information, and might reasonably include the name and title of the individual making the request; the nature and scope of the request; the date of the request; the Company’s action or inaction to the request; and a reason or rationale for the Company’s response, or lack thereof.Supporting statementRecent news reports have revealed what many individuals already knew: that social media companies have been censoring and suppressing information at the behest of government entities. Mark Zuckerberg admitted that the FBI instructed Facebook to be on the lookout for so-called “Russian propaganda” prior to the 2020 presidential election.1According to Zuckerberg, the information provided by the FBI “fit the pattern” of the Hunter Biden laptop story, resulting in Facebook’s censorship of the story implicating President Biden in his son’s business dealings.2 The FBI’s warnings of disinformation similarly resulted in Twitter’s censorship of the Hunter Biden laptop story.3In fact, Twitter’s then VP and Deputy General Counsel, James Baker, was previously the General Counsel of the FBI and was allegedly integral in Twitter’s decision to censor the story.4 Such attempts by the government to interfere with and influence social media content is apparently standard practice. The FBI has said the agency, “routinely notifies U.S. private sector entities, including social media providers, of potential threat information....”5The FBI held weekly meetings with Facebook and Twitter in the run-up to the 2020 election.6 But in the instance of the Hunter Biden laptop story, the FBI falsely labeled derogatory information about Hunter as disinformation, resulting in social media censorship of the story.7 Stockholder Proposals60Pinterest 2023 Proxy Statement1 https://nypost.com/2022/08/28/fbi-put-the-hunter-biden-story-right-in-facebooks-lap/2 https://nypost.com/2022/08/26/zuckerberg-blames-fbi-for-censoring-the-posts-hunter-biden-scoop/; https://www.foxnews.com/politics/judge-fbi-agent-deposed-allegedly-working-meta-hunter-biden-laptop-story3 https://nypost.com/2022/12/04/fbi-warned-twitter-of-hunter-biden-hack-before-censoring-the-post/4 https://nypost.com/2022/12/06/elon-musk-fires-twitter-lawyer-james-baker-over-hunter-biden/; https://www.washingtontimes.com/news/2022/dec/11/heads-roll-twitter-over-suppression-hunter-bidens-/5 https://www.foxbusiness.com/technology/fbi-responds-zuckerbergs-claim-joe-rogan-facebook-limited-hunter-biden-story-agency-warning; https://nypost.com/2022/08/26/zuckerberg-blames-fbi-for-censoring-the-posts-hunter-biden-scoop/6 https://nypost.com/2022/12/04/fbi-warned-twitter-of-hunter-biden-hack-before-censoring-the-post/7 https://www.grassley.senate.gov/imo/media/doc/grassley_to_justice_deptfbipoliticalbiasfollowup.pdf Revelations of Facebook and Twitter’s government collusion makes statements by Pinterest regarding the removal of alleged “misinformation” incredibly concerning. Prior to the 2022 midterm elections, Pinterest vowed to “remov[e] election-related misinformation” from its platform.8 Pinterest also recently announced that it would remove so-called “climate-change misinformation.”9Engaging in censorship, particularly that which is politically or ideologically motivated, places the company at great reputational, financial, and litigation risk. Shareholders deserve to know whether Pinterest has been engaging in censorship activities at the request of government agencies or political parties in order to mitigate these risks and ensure Pinterest is a platform for everyone—not just those sharing a leftwing political worldview.Pinterest's statement in opposition to proposal 5The proposal is unnecessary because Pinterest already publishes semi-annually a robust global Transparency Report that includes, among other things, insight into the volume of information and deactivation requests that we receive from law enforcement and government agencies. The Transparency Report also reflects our efforts globally to moderate user content, and includes descriptions of our content policy and data around deactivations. Given our policies and governance as well as our robust transparency reporting already in place, including requests from government agencies, the board believes the proposal is unnecessary and not in the best interests of the stockholders.Pinterest as a platformWe believe that Pinterest is fundamentally different from traditional social networks. Rather than focusing on connecting individuals to each other, Pinterest’s mission “is to bring everyone the inspiration to create a life they love.” Pinterest serves as a visual discovery engine for finding ideas for things like dinner recipes, inspiration for a garden renovation, or planning themed kids’ birthday parties. Pinterest users, who we call Pinners, then compile these ideas on “boards”' for their own personal use. For the average user, the goal isn’t to share content, but rather to just collect what’s useful and inspiring. Because users by and large do not use Pinterest for political ideas, or for social sharing purposes, Pinterest is fundamentally different from traditional social networks.Content policies and governancePinterest's mission is to bring everyone the inspiration to create a life they love. That being said, not all content is inspiring - so we have community guidelines to outline what we do and do not allow on Pinterest. Through our Community Guidelines available at https://policy.pinterest.com/en/community-guidelines, we prohibit content or behavior that is “antagonistic, explicit, false or misleading, harmful, hateful, or violent.” For content that violates our Community Guidelines, we may take appropriate action on that content. Pinterest’s moderation policies and practices are developed by our Trust and Safety teams, which include content policy and operational experts who address harmful content and behaviors online.Our board has the ultimate responsibility of the company’s risk management and governance of its policies. Specifically, the audit committee, per its charter, is tasked with overseeing risks associated with trust and safety, content, data privacy, legal, regulatory, compliance, and reputational risks and the steps we take to prevent, detect, monitor, and actively manage such exposure. Management meets regularly with the audit committee to discuss how we manage our platform in light of regulatory trends around the world. Stockholder ProposalsPinterest 2023 Proxy Statement618 https://newsroom.pinterest.com/en/post/pinterest-is-committed-to-election-integrity-and-civic-engagement9 https://www.wsj.com/articles/pinterest-will-remove-content-deemed-as-misinformation-about-climate-change-11649250611?mod=hp_lista_pos2 Stockholder Proposals
Transparency reporting
In line with our commitment to transparency, since 2013, we have published a detailed, semi-annual global Transparency
Report that includes information on the actions we have taken to uphold the Community Guidelines, as well as information
and content removal requests received from governments and law enforcement, during each reporting period. We have
expanded the Transparency Reports over time to include more information, further enhancing our transparency. With
respect to law enforcement and government entities, in our Transparency Report, we disclose a range of data including:
• number and type of information requests we receive from courts and government agencies, including by subpoena,
court order, warrant, or other (e.g., wiretap orders, pen registers, trap and trace, and emergency disclosure requests);
• how many requests resulted in some information being produced;
• how many accounts were identified;
• how many accounts were notified prior to production;
• the number of national security requests received; and
• similar data on country-specific government content deactivation requests.
The transparency report is publicly available at https://policy.pinterest.com/en/transparency-report. We believe that
these public disclosures enable stockholders with the information needed to understand government-related requests
that we receive over time.
Conclusion
Given the significant work that we have already done in this area, our public reporting on these issues and our commitment
to creating a positive experience for our users, all under the oversight of our board, we believe that producing the
requested report is therefore unnecessary and not in the best interests of our stockholders.
The board recommends a vote AGAINST proposal 5
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Pinterest 2023 Proxy Statement
Security ownership of certain beneficial
owners and management
The following table sets forth certain information regarding the beneficial ownership of our Class A common stock and
Class B common stock as of March 31, 2023, by: (i) each director and nominee for director; (ii) each named executive
officer; (iii) all current executive officers and directors as a group; and (iv) each person or group known by us to be the
beneficial owner of more than 5% of our Class A common stock or Class B common stock. We have determined beneficial
ownership in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the
beneficial owner of securities if such person has or shares the power to vote (or direct the voting) or to dispose (or direct
the disposition) of such securities or has the right to acquire these powers within 60 days. Unless otherwise indicated, and
subject to community property laws where applicable, based on the information available to us, the company believes that
each of the stockholders named in the table has sole voting and investment power over the reported shares. Unless
otherwise indicated, the address for each stockholder is c/o Pinterest at the company’s address set forth on page 6 of this
proxy statement.
Applicable percentages are based on 595,004,275 shares of Class A common stock and 89,322,967 shares of Class B
common stock outstanding as of March 31, 2023, adjusted as required by SEC rules. We have deemed shares of our Class
B common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2023 to
be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the
percentage ownership of that person only. We have deemed shares of our Class A common stock and of our Class B
common stock subject to RSUs that are expected to become vested within 60 days of March 31, 2023 to be outstanding
and to be beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of
that person only.
The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-
share basis, such that each holder of Class B common stock beneficially owns an equivalent number of shares of Class A
common stock. Percentage of total voting power represents voting power with respect to all shares of our Class A common
stock and Class B common stock, voting together as a single class, with each share of our Class A common stock entitled to
one vote per share and each share of our Class B common stock entitled to 20 votes per share. The holders of our Class A
common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our
stockholders, except as may be otherwise required by law or our certificate of incorporation.
The information provided in the table is based on our records, information filed with the SEC and information provided to
us, except where otherwise noted.
Pinterest 2023 Proxy Statement
63
64Pinterest 2023 Proxy StatementClass ACommon StockClass BCommon StockName of Beneficial OwnerShares% ofClassShares% ofClass% of TotalVoting PowerNamed Executive Officers and Directors Benjamin Silbermann(1) — — 38,744,153 43.37 32.54 Evan Sharp(2) — — 3,937,810 4.41 3.31 Christine Flores(3) 111,212 — — **Naveen Gavini(4) 130,924 * — — *Todd Morgenfeld(5) — * — — *Wanji Walcott(6) 70,379 Bill Ready(7) 1,955,330 * — — Jeffrey Jordan(8) 239,020 * — — *Leslie Kilgore(9) 53,480 * 6,838 — *Jeremy Levine(10) 1,190,224 * — — *Gokul Rajaram(11) 53,883 * — — *Fredric Reynolds(12) 79,805 * 100,000 **Salaam Coleman Smith(13) 21,217 — — — — Marc Steinberg(14) — Andrea Wishom(15) 24,343 — — — — All directors and executive officers as a group (16) * 47.90 35.93Other 5% Stockholders Paul Sciarra(17) 26 * 38,432,589 43.03 32.28 Blackrock, Inc.(18) 31,580,322 5.30 1.33 The Vanguard Group(19) 54,130,726 9.10 — — 2.27 * Represents beneficial ownership or voting power of less than one percent(1)Includes (i) 890,598 shares of Class B common stock held by Mr. Silbermann; (ii) 37,736,888 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”); and, (iii) 116,667 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2023. 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. Mr. Silbermann also holds 466,667 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, 2023 and therefore are not included in the table.(2)Includes (i) 679,665 shares of Class B common stock held by Mr. Sharp; (ii) 1,756,336 shares of Class B common stock issuable upon exercise of outstanding stock options held by Evan Sharp; (iii) 342,519 shares of Class B common stock held by Evan & Christina Sharp Revocable Trust; (iv) 295,098 shares of Class B common stock held by Evan & Christina Sharp Irrevocable Remainder Trust; (v) 452,553 shares of Class B common stock held by The Sharp Family Investments LLC Fund 1; (vi) 230,117 shares of Class B common stock held by The Sharp Family Investments LLC Fund 2 ;(vii) 64,855 shares of Class B common stock held by The Sharp Family Investments LLC Fund 3; and, (viii) 116,667 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2023. Mr. Sharp also holds 466,667 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, 2023 and therefore are not included in the table.(3)Ms. Flores holds 111,212 shares of Class A common stock.(4)Includes 130,924 shares of Class A common stock held by Mr. Gavini. Mr. Gavini also holds 230,768 unvested RSAs for which Mr. Gavini does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days of March 31, 2023 and therefore are not included in the table.Security ownership of certain beneficial owners and management 4,089,045 42,788,801 Security ownership of certain beneficial owners and management
(5) Mr. Morgenfeld holds 512,820 unvested RSAs for which he does not have the right to acquire beneficial ownership of the underlying
shares of Class A common stock within 60 days of March 31, 2023 and therefore are not included in the table.
(6) Includes (i) 28,397 shares of Class A common stock held by Ms. Walcott; and, (ii) 41,982 shares of Class A common stock issuable in
connection with RSUs that will vest within 60 days of March 31, 2023. Ms. Walcott also holds 251,890 unvested RSUs for which
Ms. Walcott does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days
of March 31, 2023 and therefore are not included in the table.
(7) Includes (i) 293,200 shares of Class A common stock held by Mr. Ready; (ii) 58,411 shares of Class A common stock issuable in
connection with RSAs that will vest within 60 days of March 31, 2023; and, (iii) 1,069,146 shares of Class A common stock issuable
upon exercise of outstanding stock options held by Bill Ready; and (iv) 534,573 shares of Class A common stock issuable upon exercise
of outstanding stock options that will vest within 60 days of March 31, 2023. Mr. Ready also holds (i) 759,346 unvested RSAs; and, (ii)
6,949,453 outstanding stock options for which Mr. Ready does not have the right to acquire beneficial ownership of the underlying
shares of Class A common stock within 60 days of March 31, 2023 and therefore are not included in the table.
(8) Includes (i) 27,092 shares of Class A common stock held by Mr. Jordan; (ii) 199,215 shares of Class A common stock held by Jordan
Family Revocable Trust; and, (iii) 12,713 shares of Class A common stock issuable in connection with RSUs that will vest within
60 days of March 31, 2023.
(9) Includes (i) 3,981 shares of Class A common stock held by Ms. Kilgore; (ii) 36,786 shares of Class A common stock held by the JLK
Family Legacy Trust, of which Ms. Kilgore is a trustee; (iii) 12,713 shares of Class A common stock issuable in connection with RSUs
that will vest within 60 days of March 31, 2023; and, (iv) 6,838 shares of Class B common stock.
(10) Includes (i) 1,177,511 shares of Class A common stock held by Mr. Levine; and, (ii) 12,713 shares of Class A common stock issuable in
connection with RSUs that will vest within 60 days of March 31, 2023.
(11) Includes (i) 37,213 shares of Class A common stock held by Mr. Rajaram; (ii) 3,957 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; and, (iii) 12,713
shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2023.
(12) Includes (i) 67,092 shares of Class A common stock held by Mr. Reynolds; (ii) 12,713 shares of Class A common stock issuable in
connection with RSUs that will vest within 60 days of March 31, 2023; and, (iii) 100,000 shares of Class B common stock.
(13) Includes (i) 8,504 of Class A common stock held by Ms. Coleman; and, (ii) 12,713 shares of Class A common stock issuable in
connection with RSUs that will vest within 60 days of March 31, 2023. Ms. Coleman also holds 2,262 unvested RSUs for which
Ms. Coleman does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days
of March 31, 2023 and therefore are not included in the table.
(14) Mr. Steinberg holds (i) 16,129 unvested RSUs for which Mr. Steinberg does not have the right to acquire beneficial ownership of the
underlying shares of Class A common stock within 60 days of March 31, 2023 and therefore are not included in the table.
(15) Includes (i) 11,630 shares of Class A common stock held by Ms. Wishom; and, (ii) 12,713 shares of Class A common stock issuable in
connection with RSUs that will vest within 60 days of March 31, 2023. Ms. Wishom also holds 3,825 unvested RSUs for which
Ms. Wishom does not have the right to acquire beneficial ownership of the underlying shares of Class A common stock within 60 days
of March 31, 2023 and therefore are not included in the table.
(16) Consists of (i) 2,261,867 shares of Class A common stock owned directly and indirectly by our directors and executive officers;
(ii) 40,799,131 shares of Class B common stock owned directly and indirectly by our directors and executive officers; (iii) 1,069,146
shares of Class A common stock issuable upon exercise of outstanding stock options; (iv) 534,573 shares of Class A common stock
issuable to our executive officers and directors under outstanding stock options that will vest within 60 days of March 31, 2023; (v)
1,756,336 shares of Class B common stock issuable to our executive officers and directors under outstanding stock options; (vi)
233,334 shares of Class B common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2023; (vii)
130,973 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 31, 2023; and, (vi)
92,486 shares of Class A common stock issuable in in connection with RSAs that will vest within 60 days of March 31, 2023. Excludes
933,335 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 270,281 unvested RSUs, 1,975,095 RSAs and 6,949,453
stock options 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, 2023.
(17) Based on information provided to us by Paul Sciarra, includes (i) 24,121,984 shares of Class B common stock held by Paul Cahill
Sciarra, as Trustee of the Sciarra Management Trust; (ii) 6,345,155 shares of Class B common stock held by PCS Legacy LLC, a limited
liability company the sole member of which is PCS Legacy Trust; and (iii) 7,965,450 shares of Class B common stock and 26 shares of
Class A common stock held by PCS Remainder LLC, a limited liability company the sole member of which is PCS Remainder Trust.
Mr. Sciarra has voting, investment and dispositive power over the shares held in Sciarra Management Trust and therefore may be
deemed to be the beneficial owner of such shares. The PCS Legacy Trust, as the sole member of the PCS Legacy LLC, owns the shares
held by PCS Legacy LLC, and the PCS Remainder Trust, as the sole member of the PCS Remainder LLC, owns the shares held by PCS
Remainder LLC. Mr. Sciarra, in his capacity as the protector of each of the PCS Legacy Trust and the PCS Remainder Trust, has the
authority to remove and replace the trustee of these trusts and as such may be deemed to have voting, investment and dispositive
power over the shares held by these trusts through the respective LLCs. The address for U.S. Trust Company of Delaware, as agent for
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Security ownership of certain beneficial owners and management
Sciarra Management Trust is 2951 Centerville Road, Suite 200, Wilmington, DE 19808. The address for the PCS Legacy LLC and PCS
Remainder LLC is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
(18) Based on the Schedule 13G filed with the SEC by Blackrock, Inc. on February 7, 2023 reporting ownership of 31,580,322 shares of
Class A common stock as of December 31, 2022 with sole voting power with respect to 27,637,154 shares and sole dispositive power
with respect to 31,580,322 shares. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.
(19) Based on the Schedule 13G/A filed with the SEC by The Vanguard Group on February 9, 2023 reporting ownership of 54,130,726
shares of Class A common stock as of December 31, 2022 with shared voting power with respect to 420,554 shares, sole dispositive
power with respect to 52,905,519 shares and shared dispositive power with respect to 1,225,207 shares. The address of The
Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
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Pinterest 2023 Proxy Statement
Security ownership of certain beneficial owners and management
Delinquent section 16(a) reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in
ownership of such securities. To our knowledge, based solely on a review of such reports filed with the SEC and written
representations that no other reports were required, during 2022, we believe that all required reports were timely filed,
except that due to administrative error one Form 4 to report a grant of RSUs to Andrea Acosta was filed late.
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Other matters
Related party transactions
Policies and procedures
Pursuant to our written related party transaction policy, the audit committee has the primary responsibility for reviewing
and approving or ratifying related party transactions. A related party includes our directors, executive officers, beneficial
owners of more than 5% of our voting securities, or any member of the immediate family or person sharing the household
with the foregoing persons. A related party transaction is a current or proposed transaction, arrangement or relationship
in which our company was, is or will be a participant and the amount involved exceeds or is expected to exceed $120,000
in any fiscal year and in which any related party has, had or will have a direct or indirect material interest.
The audit committee, while reviewing a related party transaction for approval or ratification, will consider various factors,
including the benefit of the transaction to us, the terms of the transaction and whether it is at arm’s-length and in the
ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and
expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party
transaction. If advance approval of a related party transaction is not feasible, the chair of the audit committee may approve
the transaction and such transaction may be ratified by the audit committee in accordance with our written policy.
Related party transactions
Other than as described below, since January 1, 2022, we have not entered into any transactions, nor are there any
currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed,
$120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of
the transactions described below were comparable to terms we could have obtained in arm’s-length dealings with
unrelated third parties.
• Employment arrangement. Ari Simon, who served as our Head of Social Impact in 2022 is also employed by an
organization wholly owned by Benjamin Silbermann, our executive chair, and his wife. Mr. Simon left Pinterest on
December 31, 2022. His compensation for 2022 was comprised of a base salary of $244,800 and a merit grant of RSUs
with an initial value of $300,000 vesting quarterly over four years and was entitled to benefits similar to full-time
Pinterest employees. Any unvested RSUs as of December 31, 2022 were forfeited.
• 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.
In addition, from time to time, we do business with other companies, including advertisers, affiliated with certain holders of
our capital stock. We also believe that all such arrangements have been entered into in the ordinary course of business and
have been conducted on an arm’s-length basis.
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Pinterest 2023 Proxy Statement
Other matters
Certain legal matters
For a description of stockholder derivative lawsuits involving certain executives and members of the board, refer to
Note 7. Commitments and contingencies to our consolidated financial statements in our 2022 Annual Report on Form
10-K available at https://investor.pinterestinc.com/financial-results/sec-filings.
Stockholder proposals for the 2024 annual meeting
of stockholders
Proposals and director nominations to be included in our proxy statement
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy
statement and for consideration at our 2024 annual meeting of stockholders ("2024 annual meeting"). To be eligible, your
proposal must be received by our Corporate Secretary at the company’s address (see page 6 of this proxy statement) no
later than the close of business (6:00 p.m. Pacific Time) on December 14, 2023, and must otherwise comply with Rule
14a-8. While the board will consider stockholder proposals that we receive, we reserve the right to omit from our proxy
statement stockholder proposals that do not satisfy applicable SEC rules.
In addition, our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) that have owned 3%
or more of Pinterest’s outstanding shares continuously for at least three years to submit director nominees (the greater of
two directors or up to 20% of our board) for inclusion in our proxy materials. To be considered for inclusion in our proxy
statement and for consideration at our 2024 annual meeting, your director nomination must be received by our Corporate
Secretary at the company’s address (see page 6 of this proxy statement) no later than the close of business (6:00 p.m.
Pacific Time) on December 14, 2023 and no earlier than the close of business on November 14, 2023, assuming that the
2024 annual meeting of stockholders occurs within 30 days before or after the anniversary of the 2023 annual meeting. In
order to utilize these proxy access provisions, a stockholder or group of stockholders must also satisfy the additional
eligibility, procedural, and disclosure requirements set forth in our bylaws. The submission of proxy access nomination
does not guarantee its inclusion in our proxy statement, and we reserve the right to omit from our proxy statement any
proxy access nomination that does not satisfy the applicable requirements.
Other proposals and director nominations to be presented at the 2024
annual meeting
Under our bylaws, in order to nominate a director or bring any other business before the stockholders at the 2024 annual
meeting that will not be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act or the proxy
access provisions of our bylaws, you must comply with the procedures and timing specifically described in the separate
advance notice provisions of our bylaws (which includes information required under Rule 14a-19). Assuming that the 2024
annual meeting occurs within 30 days before or after the anniversary of the 2023 annual meeting, stockholders desiring to
nominate a director or bring any other business before the stockholders at the 2024 annual meeting other than pursuant
to Rule 14a-8 or our bylaws’ proxy access provisions must notify our Corporate Secretary in writing not earlier than the
close of business on January 26, 2024, and not later than the close of business on February 25, 2024. Such notice must set
forth certain information specified in our bylaws. Failure to comply with these and other applicable requirements may
result in a nomination or proposal of other business being disregarded pursuant to our bylaws.
All stockholder proposals and nominations should be in writing and be submitted to the Corporate Secretary at the
company’s address on page 6 of this proxy statement. We advise you to review our bylaws, which set forth the
requirements for the nomination of director candidates and the presentation of proposals by stockholders. Our bylaws can
be found on our website at https://investor.pinterestinc.com/governance/governance-documents, or you may obtain a copy
free of charge by contacting the Corporate Secretary at the company’s address on page 6 of this proxy statement.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or
proposal that does not comply with these and other applicable requirements.
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Other matters
Voting and annual meeting information
Meeting information
Why have these proxy materials been made available to me?
These materials are available in connection with the board’s solicitation of proxies to be voted at the annual meeting. The
annual meeting is being held to elect four Class I directors to hold office until the 2026 annual meeting (Proposal 1),
approve, in an advisory non-binding vote, the compensation of our named executive officers (Proposal 2), ratify the
selection of Ernst & Young as our independent auditor for 2023 (Proposal 3) and consider and vote on two stockholder
proposals, if presented properly (Proposals 4 and 5). All stockholders who held shares of our common stock as of the close
of business on the record date, March 29, 2023, are entitled to attend the annual meeting and to vote on the items of
business outlined above. Whether or not you choose to attend the annual meeting, we urge you to vote your shares as
soon as possible so that your shares are represented at the annual meeting.
This proxy statement is furnished in connection with the solicitation of your proxy by our board to vote at the annual
meeting, including at any adjournments or postponements of the annual meeting. This proxy statement contains
information to be voted on at the annual meeting and certain other information required by SEC rules. In accordance with
SEC rules, we are making our proxy materials available at www.proxyvote.com with an option to request a printed set be
mailed to you. We expect to begin mailing a notice of internet availability of proxy materials on April 12, 2023, to all
stockholders of record entitled to vote at the annual meeting. This notice contains instructions for viewing the proxy
materials and voting online and requesting a printed set of proxy materials.
How can I attend the meeting?
The annual meeting will be held exclusively online at www.virtualshareholdermeeting.com/PINS2023 on Thursday, May 25,
2023 at 8:00 a.m. Pacific Time. We invite all Pinterest stockholders as of the record date to attend the annual meeting.
Through the virtual annual meeting format, you will be able to participate in the annual meeting online, vote your shares
electronically and submit questions. We encourage you to access the annual meeting prior to the start time, and you
should allow ample time to log in to the annual meeting webcast and test your computer audio system.
Stockholders of record as of the record date are entitled to participate in the annual meeting. To log in to the annual
meeting, stockholders of record should go to the meeting website, enter the 16-digit control number included on your
notice of internet availability of proxy materials or proxy card, and follow the instructions on the website.
If your shares are held in street name and your voting instruction form or notice of internet availability of proxy materials
indicates that you may vote those shares through www.proxyvote.com, then you may access and participate in the annual
meeting with the 16-digit access code indicated on that voting instruction form or notice of internet availability of proxy
materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other
nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, and
participate in the annual meeting.
Why a virtual meeting?
We have adopted a virtual format to provide a consistent experience to all stockholders regardless of location, expand
stockholder access to the annual meeting, achieve cost savings for stockholders and Pinterest, and reduce the
environmental impact of the annual meeting. Hosting a virtual annual meeting enables increased stockholder attendance
and participation since stockholders can participate from any geographic location with internet connectivity. We have
structured the virtual format so that it offers the same participation opportunities that would be provided at an in-person
annual meeting. In particular:
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Pinterest 2023 Proxy Statement
Other matters
• 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. If you are a stockholder of record, or hold
shares in street name and your voting instruction form or notice of internet availability of proxy materials indicates you
may vote through www.proxyvote.com, you may submit a question in advance of the annual meeting at
www.proxyvote.com or during the annual meeting at www.virtualshareholdermeeting. com/PINS2023, 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. Information regarding the types of questions permitted will be available in the meeting rules of conduct, which
will be posted on the virtual meeting website during the 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 25, 2023. 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.
Following the annual meeting, for a period of one year, we will make available a replay of the entire annual meeting on our
investor relations website (see page 6 of this proxy statement).
What constitutes a quorum?
A quorum of stockholders is necessary to transact business at the annual meeting. A quorum exists if the holders of at least
a majority of the voting power of the issued and outstanding shares entitled to vote are represented at the annual meeting,
either by attending and voting at the annual meeting or by proxy. Abstentions and broker non-votes will be counted in
determining if there is a quorum. If there is no quorum, either the chairperson of the annual meeting or the holders of a
majority of the voting power of the shares represented at the annual meeting may adjourn the annual meeting to
another date.
Voting information
Who is eligible to vote?
Only stockholders of record at the close of business on the record date are entitled to vote at the annual meeting. As of the
record date, there were 595,180,725 shares of Class A common stock and 89,322,967 shares of Class B common stock
outstanding and entitled to vote.
How many votes per share do I have?
Our Class A common stock has one vote per share and our Class B common stock has twenty votes per share. Our Class A
common stock and Class B common stock will vote together as a single class on all matters to be voted upon at the
annual meeting.
How can I vote?
Your voting options depend on how you hold your shares. You may vote as follows if you are a stockholder of record as of
the record date or if you hold your shares in street name and your voting instruction form or notice of internet availability
of proxy materials indicates that you may vote these shares through www.proxyvote.com:
• At the annual meeting, by following the log in procedures described above and completing the online form during the
annual meeting.
• Before the annual meeting, online, by going to www.proxyvote.com and following the prompts.
Otherwise, stockholders who hold their shares in street name should follow the voting instructions received from their
broker, bank or other agent. If you received a paper copy of the proxy materials, you may also vote by mail (by completing,
signing and dating the enclosed proxy card or voting instruction card and returning it promptly in the envelope provided)
or over the phone.
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Other matters
You can vote over the phone or online until 11:59 p.m., Eastern Time on the day before the annual meeting. If you vote by
mail, your proxy or voting instruction card, as applicable, must be received by the day before the annual meeting. You may
still attend and vote at the annual meeting even if you have already voted by proxy.
How can I change my vote?
You can revoke your proxy at any time before the final vote at the annual meeting. You can also change your vote by
attending and voting at the annual meeting. Please note that simply attending the annual meeting will not, by itself, revoke
your proxy. In addition:
• If you are the beneficial owner, you can also change your vote or revoke your voting instruction by following the
instructions provided by the broker, bank or other agent through which your shares are held.
• If you are the stockholder of record, you can also change your vote or revoke your proxy by submitting a subsequent
proxy or by sending a timely written notice that you are revoking your proxy to the Corporate Secretary at the
company’s address (see page 6 of this proxy statement). Such notice will be considered timely if it is received by the day
before the annual meeting.
Who will count the votes?
Votes will be tabulated by Broadridge Financial Solutions, Inc. (“Broadridge”), and the board has appointed Broadridge to
serve as our independent inspector of election.
What if I am a record holder and I do not submit voting instructions?
If you complete and submit your proxy, the persons named as proxies will vote your shares in accordance with your
instructions. If you submit a proxy but do not complete the voting instructions, the persons named as proxies will vote your
shares in accordance with the board’s recommendations below. If you do not submit a proxy or vote at the annual meeting,
your shares will not be voted.
What if I am a street-name holder and I do not submit voting instructions?
You may instruct your broker, bank or other agent on how to vote your shares by following the instructions they provided
with the proxy materials. If you do not do so, your broker, bank or other agent may in some cases vote the shares in their
discretion, but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals. Whether a
broker, bank or other nominee has discretion to vote the shares on uninstructed matters is subject to NYSE rules and a
final determination by NYSE. If you do not provide voting instructions and the broker, bank or other agent elects to vote
your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not
vote. Therefore, you are encouraged to return your voting instructions so that your shares are voted at the annual
meeting.
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Pinterest 2023 Proxy Statement
What vote is necessary to approve each proposal and what are the board’s recommendations?The following table sets forth the voting requirements for each proposal being voted on at the annual meeting and the board’s recommendations.Effect ofProposalBoard RecommendationRequired VoteWithholding / AbstentionsBroker Non-Votes1Election of directors“FOR”each nomineePlurality of votes cast (nominees that receive the most FOR votes will be elected)No effectNot counted as entitled to vote and so no effect2Advisorynon-binding vote on the compensation of our named executive officers“FOR”Majority of the voting power of the shares represented at the meeting and entitled to vote on the matterSame as a vote AGAINSTNot counted as entitled to vote and so no effect3Ratification of selection of Ernst & Young“FOR”Majority of the voting power of the shares represented at the meeting and entitled to vote on the matterSame as a vote AGAINSTNot counted as entitled to vote and so no effect4-5Stockholder proposals, if properly presented."AGAINST"Majority of the voting power of the shares represented at the meeting and entitled to vote on the matterSame as a vote AGAINSTNot counted as entitled to vote and so no effectEach nominee has consented to be a candidate and to serve if elected. Although the board has no reason to believe that any nominee will be unavailable to serve as a director, if such an event should occur, the board may designate a substitute nominee or reduce the size of the board. If the board designates a substitute nominee, proxies will be voted for such substitute nominee(s).What if other business comes before the annual meeting?We do not expect any other business to properly come before the annual meeting; however, if any other business should properly come before the annual meeting, the persons named as proxies will vote your shares on such matters in accordance with their best judgment.Other mattersPinterest 2023 Proxy Statement73 Other matters
How can I find out the voting results?
We will announce the preliminary voting results at the annual meeting. Final voting results will be published on a Form 8-K
that we expect to file with the SEC within four business days after the annual meeting.
Proxy material information
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a
paper copy of the full set of proxy materials?
In accordance with SEC rules, and in order to expedite our stockholders’ receipt of proxy materials, lower Pinterest’s costs
and reduce the environmental impact of the annual meeting, we are making our proxy materials available to stockholders
primarily over the internet. As a result, we are mailing a notice of the internet availability of the proxy materials to our
stockholders instead of a paper copy of the full set of proxy materials. As explained in the notice, you can view our proxy
materials and vote online by visiting www.proxyvote.com and having available the 16-digit control number contained in
your notice. If you received a notice, you will not receive a printed copy of the proxy materials unless you request one by
following the instructions provided in the notice.
Who pays the cost of the proxy solicitation?
We will pay for the costs of soliciting proxies, including the preparation, assembly, printing and mailing of the proxy
materials. In addition, our directors, officers and employees may also solicit proxies in person, by telephone, or by other
means of communication, without additional compensation. We may also reimburse brokers, banks, fiduciaries, custodians
and other institutions for their costs in forwarding the proxy materials to the street-name holders of our common stock.
What if I receive multiple notices or proxy or voting instruction cards?
If you received more than one notice of internet availability or proxy or voting instruction card, your shares may be
registered in more than one name or in different accounts. Please follow the voting instructions on each of the notices,
cards or forms to ensure that all of your shares are voted.
How can I sign up to receive future proxy materials by e-mail?
We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of
the annual meeting. To sign up for electronic delivery, please visit www.proxyvote.com. Also, if you are a beneficial owner,
you may sign up for electronic delivery by contacting your bank, broker or other agent through which you hold your shares.
Once you sign up, you will not receive a printed copy of the proxy materials unless you request them.
What is householding?
SEC rules permit us, with your permission, to send a single set of proxy materials, including the notice of internet
availability, proxy statement and annual report, to any household at which two or more stockholders reside if we believe
they are members of the same family. This rule is called “householding” and its purpose is to help reduce printing and
mailing costs of proxy materials. To date, we have not instituted this procedure, but may do so in the future. A number of
brokerage firms have instituted householding. If you and members of your household have multiple accounts holding
shares of our common stock, you may have received a householding notification from your broker. Please contact your
broker directly if you have questions, require additional copies of the proxy materials or wish to revoke your decision to
household. These options are available to you at any time. If you receive a single set of proxy materials as a result of
householding by your broker and you would like to receive separate copies of the notice of internet availability, proxy
statement or annual report, you may also submit a request to our Corporate Secretary by mail or phone at the company’s
address or number (see page 6 of this proxy statement), and we will promptly send you the requested materials.
How can I get a paper copy of Pinterest’s annual report?
A copy of our 2022 annual report on Form 10-K is available without charge upon written request to the Corporate
Secretary at the company’s address (see page 6 of this proxy statement).
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Pinterest 2023 Proxy Statement
Appendix A - Information regarding Non-This proxy statement contains a non-GAAP measure of financial performance, Adjusted EBIDTA.To supplement our consolidated financial statements presented in accordance with GAAP, we consider Adjusted EBITDA, a financial measure which is not based on any standardized methodology prescribed by GAAP.We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest income, interest expense and other income (expense), net, provision for income taxes, non-cash charitable contributions, and for the third quarter of 2020, a one-time payment for the termination of a future lease contract.We use Adjusted EBITDA to evaluate our operating results and for financial and operational decision-making purposes. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that it excludes. We also believe Adjusted EBITDA provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key metrics we use for financial and operational decision-making. We are presenting Adjusted EBITDA to assist investors in seeing our operating results through the eyes of management and because we believe that this measure provides an additional tool for investors to use in comparing our core business operating results over multiple periods with other companies in our industry. However, our definition of Adjusted EBITDA may not be the same as similarly titled measures used by other companies.Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. For example, Adjusted EBITDA excludes:•certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible assets, although these assets may have to be replaced in the future; and•share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense and an important part of our compensation strategy.Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands):Year Ended December 31,202220212020Net income (loss)$ (96,047) $ 316,438 $ (128,323) Depreciation and amortization 46,489 27,500 36,988 Share-based compensation 497,123 415,382 321,020 Interest income (30,943) (4,204) (16,119) Interest expense and other (income) expense, net 15,210 9,420 635 Provision for income taxes 10,103 4,533 1,303 Non-cash charitable contributions — 45,300 — Termination of future lease contract — — 89,500 Adjusted EBITDA(1)$ 441,935 $ 814,369 $ 305,004 (1) Non-cash charitable contributions of $2.7 million were not excluded from Adjusted EBITDA for the year ended December 31, 2020 as these were not material.Pinterest 2023 Proxy Statement75GAAP financial measures This page is intentionally left blank.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 10-K
_________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 001-38872
Pinterest, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
26-3607129
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
505 Brannan Street
San Francisco, California
(Address of Principal Executive Offices, including zip code)
94107
(Zip Code)
(415) 762-7100
Registrant’s Telephone Number, Including Area Code
_______________________
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
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the
registrant’s common stock on June 30, 2022 as reported by the New York Stock Exchange on such date was approximately $9.7 billion.
As of January 31, 2023, there were 594,519,329 shares of the Registrant’s Class A common stock, $.00001 par value per share, outstanding, and
89,348,474 shares of the Registrant’s Class B common stock outstanding.
Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual
Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the
end of the registrant’s fiscal year ended December 31, 2022.
Documents Incorporated by Reference
Pinterest, Inc.
Table of contents
Note about forward-looking statements and summary risk factors
Limitations of key metrics and other data
Item 1.
Business
Item 1A. Risk factors
Item 1B. Unresolved staff comments
Item 2.
Properties
Item 3.
Legal proceedings
Item 4. Mine safety disclosures
Part I
Part II
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of
equity securities
Item 6.
[Reserved]
Item 7. Management's discussion and analysis of financial condition and results of operations
Item 7A. Quantitative and qualitative disclosure about market risk
Item 8.
Item 9.
Financial statements and supplementary data
Changes in and disagreements with accountants on accounting and financial disclosure
Item 9A. Controls and procedures
Item 9B. Other information
Item 9C. Disclosure regarding foreign jurisdictions that prevent inspections
Item 10. Directors, executive officers and corporate governance
Item 11. Executive compensation
Part III
Item 12. Security ownership of certain beneficial owners and management and related stockholder matters
Item 13. Certain relationships and related transactions, and director independence
Item 14. Principal accountant fees and services
Item 15. Exhibits and financial statement schedules
Item 16. Form 10-K summary
Signatures
Part IV
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2
Note about forward-looking statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which statements involve substantial risk and uncertainties. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts and are often characterized by the
use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “intends,” “plans”, “targets”, “forecasts” or
“anticipates,” or by discussions of strategy, plans or intentions. Such forward-looking statements involve known and
unknown risks, uncertainties, assumptions and other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from historical results or any future results, performance or
achievements expressed, suggested or implied by such forward-looking statements. These risks and uncertainties include,
but are not limited to, statements about:
• general economic uncertainty in global markets and a worsening of global economic conditions or low levels of
economic growth, including inflation, fear of recession, foreign exchange fluctuations and supply-chain issues;
• the effect of general economic and political conditions, including Russia's invasion of Ukraine;
• our financial performance, including revenue, cost and expenses and cash flows;
• our ability to attract, retain and recover users and maintain and grow their level of engagement;
• our ability to provide content that is useful and relevant to users’ personal taste and interests;
• our ability to develop successful new products or improve existing ones;
• our ability to maintain and enhance our brand and reputation;
• potential harm caused by compromises in security, including our cybersecurity protections and resources and costs
required to prevent, detect and remediate potential security breaches;
• potential harm caused by changes in online application stores or internet search engines’ methodologies, particularly
search engine optimization methodologies and policies;
• discontinuation, disruptions or outages in third-party single sign-on access;
• our ability to compete effectively in our industry;
• our ability to scale our business, including our monetization efforts;
• our ability to attract and retain advertisers and scale our revenue model;
• our ability to attract and retain creators and publishers that create relevant and engaging content;
• our ability to develop effective products and tools for advertisers, including measurement tools;
• our ability to expand and monetize our platform internationally;
• our ability to effectively manage the growth of our business;
• our ability to successfully manage our new flexible work model with a more distributed workforce;
• the impact of the COVID-19 pandemic, including its impact on global and regional economies and economic activity;
• our lack of operating history and ability to sustain profitability;
• decisions that reduce short-term revenue or profitability or do not produce the long-term benefits we expect;
• fluctuations in our operating results;
• our ability to raise additional capital on favorable terms or at all;
• our ability to realize anticipated benefits from mergers and acquisitions, joint ventures, strategic partnerships and
other investments;
• our ability to protect our intellectual property;
• our ability to receive, process, store, use and share data, and compliance with laws and regulations related to data
privacy and content;
3
Note about forward-looking statements
• current or potential litigation and regulatory actions involving us;
• our ability to comply with modified or new laws and regulations applying to our business, and potential harm to our
business as a result of those laws and regulations;
• real or perceived inaccuracies in metrics related to our business;
• disruption of, degradation in or interference with our use of Amazon Web Services and our infrastructure; and
• our ability to attract and retain personnel.
These statements are based on our historical performance and on our current plans, estimates and projections in light of
information currently available to us, and therefore you should not place undue reliance on them. The inclusion of this
forward-looking information should not be regarded as a representation by us or any other person that the future plans,
estimates or expectations contemplated by us will be achieved. Forward-looking statements made in this Annual Report
on Form 10-K speak only as of the date on which such statements are made, and we undertake no obligation to update
them in light of new information or future events, except as required by law.
You should carefully consider the above factors, as well as the factors discussed elsewhere in this Annual Report on Form
10-K. The factors identified above should not be construed as an exhaustive list of factors that could affect our future
results and should be read in conjunction with the other cautionary statements that are included in this Annual Report.
Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how
they may affect us. If any of these trends, risks or uncertainties actually occurs or continues, our business, revenue and
financial results could be harmed, the trading price of our Class A common stock could decline and you could lose all or part
of your investment.
Unless expressly indicated or the context requires otherwise, the terms "Pinterest," "company," "we," "us," and "our" in
this document refer to Pinterest, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries. The
term "Pinterest" may also refer to our products, regardless of the manner in which they are accessed. For references to
accessing Pinterest on the "web" or via a "website," such terms refer to accessing Pinterest on personal computers. For
references to accessing Pinterest on "mobile," such term refers to accessing Pinterest via a mobile application or via a
mobile-optimized version of our website such as m.pinterest.com, whether on a mobile phone or tablet.
Summary of risk factors
The following summarizes the principal factors that make an investment in our company speculative or risky, all of which
are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk
Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business. The
following factors could result in harm to our business, reputation, revenue, financial results, and prospects, among
other impacts:
Business Strategy and Growth. Our strategic decisions and efforts to expand the business, including:
• our ability to scale our business for future growth;
• our ability to attract, grow, retain, recover, and engage our user base;
• our dependence on advertising for substantially all of our revenue;
• providing content that is useful and relevant to users’ personal taste and interests;
• decisions consistent with our mission and values that may reduce our short- or medium-term operating results;
• removing objectionable content or blocking objectionable practices by advertisers or third parties;
• our ability to compete effectively for users, creators, publishers or advertisers;
• our ability to develop effective products and tools for advertisers;
• our further expansion and monetization of our platform internationally;
• effective management of our business growth;
• our acquisition of other businesses;
• our development of or investment in successful new products or improvements to existing one;
• our dependence on and ability to maintain and enhance a strong brand and reputation; and
4
Note about forward-looking statements
• the attraction, retention, and loss of our key personnel and other highly qualified personnel.
Data, Security and Privacy.
• actual or perceived compromises in our security;
• the data, including personal information, we receive, process, store, use, and share, which subjects us to complex and
evolving governmental regulation and other legal obligations related to data privacy, data protection and other matters;
and
• the development of tools to accurately measure the effectiveness of advertisements on our platform and thereby
attract and maintain advertisers.
Operation of Our Business. The manner in which we operate our business, including:
• the disruption and harm from the COVID-19 pandemic outbreak, as well as potential challenges of post-
pandemic recovery;
• the inherent challenges of measurements related to user metrics and other estimates; and
• our ability to maintain and scale our technology infrastructure, including the speed and availability of our service.
Third-Party Reliance. Our use and dependence on third-party businesses and products, or the impacts of third-party
business and products, including:
• our dependence on online application stores and internet search engines, including their methodologies, policies, and
results, to direct traffic and refer new users to our service;
• users’ ability to authenticate with our service through third-party login providers;
• our dependence on Amazon Web Services for the vast majority of our compute, storage, data transfer, and
other services;
• effectively operating with mobile operating systems, web browsers, networks, regulations, and standards, which we do
not control, and changes in our products or to those mobile operating systems, web browsers, networks, regulations or
standards; and
• our reliance on software, technologies, and related services from other parties; and
• technologies that can block the display of our ads.
Legal and Regulatory Matters. The legal and regulatory frameworks, actions, and requirements to which our business,
products, services, and operations are subject, including:
• any liability as a result of content or information that is published or made available on our service;
• government action to restrict access to our service or certain of our products in their countries;
• our involvement in any legal disputes or other disputes that are expensive to support and may be resolved adversely;
• an ability to protect our intellectual property and our use of “open source” software; and
• the interpretation and application of U.S. tax legislation or other changes in U.S. or non-U.S. taxation of our operations.
Financial Statements and Performance. The preparation of our financial statements and our financial and operating
performance, including:
• our limited operating history and previously incurred operating losses, anticipated increases to operating costs, and
expenses and our ability to obtain or maintain profitability;
• fluctuations in our operating results from quarter to quarter;
• our ability to obtain additional financing, if needed and any default on our credit obligations;
• greater than anticipated tax liabilities;
• limitations in our ability to use or benefit from our net operating loss carryforwards and certain other tax attributes;
• the requirements of being a public company;
5
Note about forward-looking statements
• adverse global economic and financial conditions; and
• changes in accounting principles generally accepted in the United States.
Our Common Stock. The rights, restrictions, and structure of, and actions that we may take that impact, our common
stock, including:
• the dual class structure of our common stock;
• trading price volatility of our Class A common stock;
• future offerings of debt or equity securities by us or existing stockholders that could adversely impact the market price
of our Class A common stock;
• additional stock issuances, including in connection with settlement of equity awards, and any resulting dilution;
• provisions under Delaware law and our governing documents that could make a merger, tender offer, or proxy
contest difficult;
• our certificate of incorporation’s designation of a state or federal court located within Delaware as the exclusive forum
for substantially all disputes between us and our stockholders; and
• our intention not to pay dividends for the foreseeable future.
6
Limitations of key metrics and other data
The numbers for our key metrics, which include our monthly active users (MAUs) and average revenue per user (ARPU),
are calculated using internal company data based on the activity of user accounts. We define a monthly active user as an
authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one
of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of
measurement. The number of MAUs do not include Shuffles users unless they would otherwise qualify as MAUs. Unless
otherwise indicated, we present MAUs based on the number of MAUs measured on the last day of the current period. We
measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue
in a given geography during a period divided by the average of the number of MAUs in that geography during the period.
We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period
and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of
the geography in which revenue-generating activities occur. We use these metrics to assess the growth and health of the
overall business and believe that MAUs and ARPU best reflect our ability to attract, retain, engage and monetize our users,
and thereby drive revenue. While these numbers are based on what we believe to be reasonable estimates of our user base
for the applicable period of measurement, there are inherent challenges in measuring usage of our products across large
online and mobile populations around the world. In addition, we are continually seeking to improve our estimates of our
user base, and such estimates may change due to improvements or changes in technology or our methodology.
7
Part I
Overview
Item 1. Business
Our mission is to bring everyone the inspiration to create a life they love.
Pinterest is where 450 million people around the world come each month to discover and visualize ideas for their daily
activities like cooking dinner or deciding what to wear; for major commitments like remodeling a house or training for a
marathon; for ongoing passions like gardening or fashion; and for milestone events like planning a wedding or a dream
vacation.
Our users (who we call Pinners) often don’t have the words to describe what they want, but they know it when they see it.
Images and video can communicate concepts that are impossible to convey with words. On Pinterest, people discover
inspiring and personalized visual content, which we call Pins. Pins are created when users, creators, publishers and
businesses save or publish images and videos to Pinterest. Pins are saved and organized into collections, which we call
boards and sections.
When people use Pinterest, they interact with several surfaces, each of which offer distinct functionalities and
experiences. Users can discover relevant and personalized Pins, boards, creators and brands on our Home Feed, as well as
by typing a query in the search bar. Users also visually search within images by selecting specific objects inside an inspiring
scene e.g., a pair of shoes in a street fashion scene. Additionally, users can search what they see in the world around them
by using the Pinterest Lens camera feature to upload images to our platform - for example, taking a picture of a lighting
fixture. Subsequently, users are shown Pins that are visually similar to the specific object and that may be shoppable. This
experience is powered by computer vision (that can identify objects and attributes within scenes) as well as by our catalog
of shoppable inventory.
Pinterest also offers organizing and planning tools so users can also curate the content they see on Pinterest. Using boards
and features like sections, users can save Pins so they can easily get back to them later. Saving to boards is not only useful
to a user in a planning mindset, but it brings us a depth of understanding of our user tastes and preferences that powers
our organic recommendations and advertising engine.
We help users take action by connecting them to shoppable products or linking to blogs and other sites that enable them to
fulfill their vision. Whether users are browsing, searching or saving ideas, there are multiple ways they can discover
shoppable product Pins, which display information like price, color and size. Additionally, product Pins click through
directly to a retailer's website, resulting in traffic to merchants or advertisers.
Pinterest is unique because, through our policies and product development, we've designed it to be an inspiring platform
that promotes positivity and emotional well-being. These efforts also create unique value for businesses and advertisers
who use our platform since they connect to users in a more inspiring, positive environment throughout the consumer
journey.
Our advertising products
Pinterest reaches 450 million monthly active users. We believe the value of Pinterest’s audience to advertisers is driven
not only by the number of users on our platform or their demographics, but also by how they use Pinterest. By facilitating
the consumer journey from inspiration to action, Pinterest offers a full-funnel marketing solution, creating value for
businesses seeking new audiences and sales.
Users come to Pinterest to be inspired – to gain inspiration for things like home decor, style or travel. This means that users
come to the Pinterest platform with commercial intent, and they are often actively looking for products or services.
Relevant ads can provide our users with useful and actionable content, and gives advertisers the opportunity to
authentically engage with consumers. We also believe that many in-market consumers on Pinterest tend to be early in
their purchase cycle and may not yet know what they want to purchase. Accordingly, we believe that consumers are open
to engaging with, and learning about, brands and products with which they have less awareness.
8
Part I
Our full funnel advertising solution maps to the consumer buying journey on Pinterest, from building awareness and
comprehension at the top of the funnel, to supporting consideration and engagement with brands in the middle of the
funnel, to driving purchases at the bottom of the funnel. We help advertisers engage with consumers across a variety of
verticals, with a range of consideration cycles which can be as short as the purchase of a health and beauty product to as
long as planning a wedding or remodeling project. Advertisers can also use multiple ad objectives in combination to
amplify the impact of their investments on the platform. Our pricing is based on campaign objectives, and advertisers
measure the effectiveness of their campaigns using first and third party measurement solutions depending on their goals.
Building awareness
Our upper-funnel advertising solutions are typically utilized by advertisers looking to build their brand and drive
awareness through views and impressions. Ads appear in all major surfaces, including the Home Feed, related Pins and on
search. They mirror the visual style of organic Pins and are fully integrated into the design. Advertisers can leverage image
and video (long and short form) ads in support of awareness objectives to capture users’ attention with sight, sound,
motion and rich visual storytelling.
Supporting consideration
Our mid-funnel performance advertising solutions support consideration objectives, typically measured by clicks. When a
user clicks on an ad, she will either be taken directly to the product listing or directly to the product listing page on the
advertisers website. For retailers with a significant owned e-commerce property and large product catalogs, we also
support mobile deep linking, enabling Pinterest mobile app users to click from a Pin directly to a product detail page within
a retailer’s e-commerce app. There, a user can also pursue deeper consideration (by exploring available products and
services or signing-up for memberships) and potentially transact. Advertisers frequently leverage collections ads, which
further support consideration by displaying products in action using lifestyle imagery and video. Finally, by using multiple
images within a single ad, Pinterest’s carousel ads format enables advertisers to help users imagine multiple interactions
with, and uses of, their product or service.
Driving purchases
Our lower-funnel performance advertising solutions are typically utilized by advertisers looking to drive purchases of
products or services. Advertisers frequently leverage shopping ads and standard image ads, which run in a variety of
surfaces across the Pinterest website and app, to showcase content in a simple format and drive purchases. Additionally,
features such as Shoppable Pins and search ads, as well as product alerts and related products, provide advertisers with
more ways to drive users to action.
Our advertising system
Ad auction
Advertisers on Pinterest primarily buy ads through an auction-based system. Our ad auction allows us to serve ads to users
at relevant moments while optimizing business outcomes for advertisers. Today, our advertisers can optimize their
campaigns across the full funnel, including upper funnel impressions on a cost per thousand impressions (“CPM”) basis and
video views on a cost per view (“CPV”) basis, mid funnel clicks ("CPC") and lower funnel conversion objectives on a cost per
action (“CPA") or on an optimized cost per thousand impressions ("oCPM”) basis. Our auction system selects the best ad
for each available ad impression, based on the likelihood of a desired action occurring and how much that action is worth to
advertisers. The likelihood of the action occurring depends on a variety of factors, such as ad relevance, user intent and
creative quality.
Ad relevance
Because ads are content on Pinterest, ad relevance is powered by the same principles that drive organic recommendations.
Our unique understanding of our users' taste, interests and preferences, as well as where they are in their purchase
journey allows advertisers to target highly relevant ads across the full funnel.
9
Part I
Advertisers can also target their ads to specific demographics (locations, languages, gender, age), device types, audiences
(such as existing customers or users who recently engaged with their content) and interests or keywords. Additionally,
they can choose whether they want ads to show in users’ search surfaces, Home Feed or both.
Measurement
Measuring the effectiveness of digital spend is a high priority for our advertisers. Our measurement solutions are designed
to help advertisers recognize the value of an investment on our platform across a variety of objectives. We enable our
advertisers to meet their awareness, consideration and conversion objectives with a number of first-party tools to
measure campaign effectiveness. We also have leading third-party measurement partners to validate Pinterest’s
performance and measure advertiser results.
Sales and marketing
Our go-to-market approach
The Pinterest platform enables a diverse group of advertisers to achieve a wide range of objectives, from building
awareness to supporting consideration to driving purchases. We serve these advertisers in customized ways depending on
their size, sophistication and objectives across the full funnel. We initially built our business with large consumer packaged
goods ("CPG") and retail advertisers in the United States. While this group of advertisers continues to be a significant
driver of our business, we are increasingly focused on building products and tools to serve advertisers across a wide range
of verticals and advertising goals. This means improving the efficiency of our ads marketplace, using more automation to
optimize for advertiser value, and more effectively measuring the unique value of advertising on Pinterest. We are also
focused on expanding our international advertiser base.
Marketing
We have historically been able to mainly grow our global user base with relatively low marketing costs given the strength
of our global brand, the utility of our service and unpaid traffic from search engines. We also use paid marketing
campaigns, including brand marketing for awareness and comprehension, as well as performance marketing campaigns
focused on user and advertiser acquisition.
Our technology innovation
We believe we have one of the largest image-rich data sets ever assembled. This lets us analyze trends, understand intent
and predict consumer behavior. And, we are just scratching the surface of what is possible. Looking ahead, we are excited
about new technical challenges, including fine-grained image recognition, object-to-object visual search and large-scale
visual search infrastructure.
Our competition
We primarily compete with consumer internet companies that are either tools (search, ecommerce) or media (newsfeeds,
video, social networks). We compete with companies that are larger and more established such as Amazon, Meta
(including Facebook and Instagram), Google (including YouTube), Snap, TikTok and Twitter. Many of these companies have
significantly greater financial and human resources. We also face competition from smaller companies in one or more high-
value verticals, including Allrecipes, Houzz and Tastemade, that offer users engaging content and commerce opportunities
through similar technology or products to ours. We remain focused on emerging competition as well.
We face competition across almost every aspect of our business. We compete to attract, engage and retain users and their
time and attention. We also compete with other platforms to attract, retain and grow our base of creators and publishers.
We also compete for advertisers and advertising revenue across a variety of formats and goals, which depends on our
ability to deliver compelling returns on investment. Finally, we compete for talent to attract and retain highly talented
individuals, particularly people with expertise in computer vision, artificial intelligence and machine learning.
10
Intellectual property
Part I
Our success is tied in part to our ability to protect our intellectual property and key technological innovations. We rely on a
combination of federal, state and common-law rights in the United States and rights under the laws of other countries, as
well as contractual restrictions, to protect our intellectual property and other proprietary rights. We rely on a combination
of patents, copyrights, trademarks, trade secrets, domain names and other intellectual property rights to help protect
our brand and proprietary technologies. In addition, we generally enter into confidentiality and invention assignment
agreements with our employees and contractors, and confidentiality agreements with other third parties, in order to
limit access to, and disclosure and use of, our confidential information and proprietary technology and to preserve our
rights thereto.
As of December 31, 2022, we had over 380 issued patents and pending patent applications in the United States and
foreign countries relating to aspects of our actual or contemplated operations and technologies. We also had over 600
registered trademarks and trademark applications in the United States and foreign countries, including our “Pinterest”
name and related logos.
We are also dependent on third-party content, technology and intellectual property in connection with our business.
We are presently involved in a number of intellectual property lawsuits, and expect to continue to face allegations from
third parties, including our competitors and “non-practicing entities,” that we have infringed or otherwise violated their
intellectual property rights.
For additional information on risks relating to intellectual property, please see the sections titled “Risk Factors” and “—
Legal Proceedings.”
Government regulation
We are subject to many U.S. federal and state and foreign laws and regulations that involve matters central to our
business, including laws and regulations that involve data privacy and data protection, intellectual property (including
copyright and patent laws), content regulation, rights of publicity, advertising, marketing, health and safety, competition,
protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or
other trade prohibitions or sanctions or securities law compliance. Our business may also be affected by the adoption of
any new or existing laws or regulations or changes in laws or regulations that adversely affect the growth, popularity or use
of the internet, or that significantly restrict or impose conditions on our ability to collect, store, augment, analyze, use and
share data or increase consumer notice or consent requirements before a company can utilize cookies or other tracking
technologies or that increase the liability of content platforms like us. Many relevant laws and regulations are still evolving
and may be interpreted, applied, created or amended in a manner that could harm our business, and new laws and
regulations may be enacted, including in connection with the restriction or prohibition of certain content or business
activities. For example, the forthcoming EU Digital Services Act ("DSA") will impose significant new burdens on content
platforms like us.
We rely on a variety of statutory and common-law frameworks and defenses relevant to the content available on our
service, including the Digital Millennium Copyright Act (“DMCA”), the Communications Decency Act (“CDA”) and the fair-
use doctrine in the United States, and the Electronic Commerce Directive in the European Union. In addition, various
countries around the world have adopted and pending legislations, including the implementation of the EU Directive on
Copyright in the Digital Single Market ("EU Copyright Directive") in EU Member States which may impose additional
obligations or liability on us associated with content uploaded by users to our platform.
We receive, process, store, use and share data, some of which contains personal information. We are therefore subject to
U.S. federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use,
processing, disclosure and protection of personal information and other data from users, employees or business partners,
including the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), including
the California Privacy Rights Act (“CPRA”) and other state laws that may take effect in 2023. These laws expand the rights
of individuals to control how their personal data is processed, collected, used and shared, creates new regulatory and
operational requirements for processing personal data, increases requirements for security and confidentiality and
provides for significant penalties for non-compliance. There are also a number of legislative proposals recently enacted or
pending before the U.S. Congress, various state legislatures and foreign governments concerning content regulation and
data protection that could affect us. These and other laws and regulations that may be enacted, or new interpretation of
11
Part I
existing laws and regulations, may require us to modify our data processing practices and policies and to incur substantial
costs in order to comply.
Government authorities outside the United States may also seek to restrict access to or block our service, prohibit or block
the hosting of certain content available through our service or impose other restrictions that may affect the accessibility or
usability of our service in that country for a period of time or even indefinitely. For example, access to our service has been
or is currently restricted in whole or in part in China, India, Kazakhstan and Turkey. In addition, some countries have
enacted laws that allow websites to be blocked for hosting certain types of content or may require websites to remove
certain restricted content.
For additional information, see the sections titled “Risk Factors” and “—Legal Proceedings.”
Seasonality
We have historically experienced seasonality in user growth, engagement and monetization on our platform. Historically,
we have had lower engagement in the second calendar quarter and industry advertising spend tends to be strongest in the
fourth quarter. We did not experience typical seasonal trends in 2020 and 2021 due to the COVID-19 pandemic. In 2022,
we started to return to typical seasonal trends.
Talent management and development
In order to fulfill our mission of bringing everyone the inspiration to create a life they love, we strive to attract and
retain top talent. To attract and retain great talent, we strive to create opportunities for our employees to grow and
develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by
programs that build connections between our employees and their communities. As of December 31, 2022, we had 3,987
full-time employees.
Inclusion and diversity
We strive to create an inclusive and diverse workplace where employees are empowered to bring their whole, authentic
selves to work every day. We seek for and respect diverse perspectives which can only help us create a more inclusive and
diverse product.
We seek inclusion and diversity at the highest level in our organization. Our board of directors includes directors from
various backgrounds, industries, skills and experience. Our board of eleven directors is composed of eight independent
directors. Our board as well as our leadership team is diverse in terms of gender, race, skills, expertise and experience.
We have published a diversity report since 2015 which we make publicly available on our website. We believe it is
important to hold ourselves accountable to creating a diverse workforce. Our diversity report includes our current hiring
goals, how we performed against the goals and our workforce demographic data.
We have also created employee resource groups that are aligned around dimensions of diversity, such as gender, ethnicity,
sexual orientation or other shared attributes, which we believe help build community and enable opportunities for
development.
Amongst other initiatives and avenues for raising concerns, we have an ombuds program intended to give every employee
the opportunity to engage confidentially with neutral, trained professionals for independent support resolving conflicts in
the workplace.
Employee health, safety and benefits
The success of our business is fundamentally tied to the well-being of our people. We are committed to the health, safety
and wellness of our employees. We provide our employees and their families with access to a variety of flexible and
convenient health and wellness programs that support their physical and mental health by providing tools and resources to
help them improve or maintain their health. In response to the COVID-19 pandemic, we implemented significant changes
that we determined were in the best interest of our employees, as well as the communities in which we operate, and which
comply with government regulations. We temporarily closed all our offices (including our corporate headquarters) globally
in 2020. We began reopening our offices in a phased manner following local government regulations and with proper
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Part I
additional safety measures for employees. We also announced our flexible work model that provides employees the
autonomy to live and work flexibly in the locations we have offices in, while prioritizing intentional in-person collaboration
at our offices.
We provide robust compensation and benefits programs to help meet the needs of our employees. In addition to salaries,
these programs (which vary by country/region) include equity awards, a 401(k) Plan, healthcare and insurance benefits,
health savings and flexible spending accounts, flexible paid time off, family leave, family care resources, flexible work
schedules, employee assistance programs and charitable donation matching, among many others. We continue to review
and update our compensation and benefits. For example, we enhanced our family leave benefits for birthing and adoptive
parents effective January 1, 2022. Because every family is unique, we offer additional benefits to parents and caregivers
with newborns in neonatal intensive care, adoptive parents and people experiencing miscarriage. To promote financial
wellbeing, we offer money management education, financial planning and investment services. To promote emotional
wellbeing, we offer free access to mental health and wellbeing tools like Lyra, Ginger, Calm and Cleo.
Learning and development
We help our employees create a career that is inspiring, impactful and ultimately time well spent. We have programs for
open and ongoing conversation towards career growth goals both long term and short term. We also have workshops
dedicated to learning new skills and developing an employee’s career. We set aside a dedicated personal learning and
development budget for every employee.
Corporate information
We were incorporated in Delaware in October 2008 as Cold Brew Labs Inc. In April 2012, we changed our name to
Pinterest, Inc. Our principal executive offices are located at 505 Brannan Street, San Francisco, California 94107, and our
telephone number is (415) 762-7100. We completed our initial public offering in April 2019 and our Class A common stock
is listed on the New York Stock Exchange under the symbol “PINS.” Unless the context requires otherwise, the words
“Pinterest,” “we,” “Company,” “us” and “our” refer to Pinterest, Inc. and our wholly owned subsidiaries.
Available information
Our website is located at www.pinterest.com, and our investor relations website is located at http://
investor.pinterestinc.com/. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, are available, free of charge, on our investor relations website as soon as reasonably practicable after we file
such material electronically with or furnish it to the Securities and Exchange Commission, or the SEC. The SEC also
maintains a website that contains our SEC filings. The address of the site is www.sec.gov. We use our http://
investor.pinterestinc.com/ and www.pinterest.com websites as a means of disclosing material nonpublic information and
for complying with our disclosure obligations under Regulation FD of the Exchange Act.
The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in
any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual
references only.
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Part I
Item 1A. Risk factors
Investing in our Class A common stock involves a high degree of risk. In addition to the other information set forth in this Annual
Report, you should carefully consider the risks and uncertainties described below, together with all of the other information in this
Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our consolidated financial statements and related notes, before deciding to invest in our Class A
common stock. The occurrence of any of the following risks could harm our business, reputation, revenue, financial results and
prospects. In addition, risks and uncertainties that are not presently known to us or that we currently believe are immaterial could
also harm our business, reputation, revenue, financial results and prospects. If any of these risks occur, the value of our Class A
common stock could decline and you may lose all or part of your investment.
Risks related to our business strategy and growth
We generate substantially all of our revenue from advertising. The failure to attract new advertisers, the loss of advertisers or a
reduction in how much they spend could harm our business, revenue and financial results.
Substantially all of our revenue is generated from third-party advertising. However, we may not be able to continue to
grow and scale this revenue model. Our growth strategy depends on, among other things, attracting more advertisers
(including expanding our sales efforts to reach advertisers in international markets), scaling our business with existing
advertisers and expanding our advertising product offerings.
Most advertisers do not have long-term advertising commitments with us. Many of our advertisers only recently started
working with us and spend a relatively small portion of their overall advertising budget with us. In order to increase the
number of advertisers and increase the portion of the advertising budget that our existing advertisers spend with us, we
must invest in new tools and expand our sales force, and there can be no assurance that those efforts will be successful.
The insights on user behavior we provide to advertisers may not yield effective results for the advertisers and may reduce
or stop their spend on our platform. In addition, advertisers may view some of our products or our platform as
experimental and may devote only a small portion of their advertising spend to our platform unless we improve existing
and develop new measurement tools that better demonstrate the effectiveness of our platform. In addition, many
advertisers do not have advertising creative content in a format that would be successful on our platform and may be
unable or unwilling to devote the technical or financial resources required to develop content for our platform. While we
continue to develop and deploy tools to allow advertisers to create content for our platform, we may be unable to develop
tools that effectively and efficiently meet the needs of advertisers. Advertisers will not do, or continue to do, business with
us if they do not believe that our advertisements are effective in meeting their campaign goals, if we cannot measure the
effectiveness of our advertising products or if they do not believe that their investment in advertising with us will generate
a competitive return relative to other alternatives.
A substantial portion of our revenue is derived from a small number of advertisers and is currently concentrated in certain
verticals, particularly CPG and retail. We either contract directly with advertisers or with advertising agencies on behalf of
advertisers. Many of these advertising agencies are owned by large media corporations that exercise varying degrees of
control over the agencies. Our business, revenue and financial results could be harmed by the loss of, or a deterioration in
our relationship with, any of our largest advertisers or with any advertising agencies or the large media corporations that
control them.
Our advertising revenue could be harmed by many other factors, including:
• changes in the price of advertisements;
• our inability to create new products that sustain or increase the value of our advertisements;
• our inability to meet advertiser demand on our platform if we cannot increase the size and engagement of our user base;
• our inability to find the right balance between brand and performance advertising and provide the right products and
platform to support the pricing and demand needed for each of the advertisers;
• changes in user demographics that make us less attractive to advertisers;
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Part I
• our inability to make our ads more relevant and effective;
• any decision to serve contextually relevant advertisements when the price of relevant advertisements may be lower
than other advertisements that we could show users that are less relevant;
• the availability, accuracy and utility of our analytics and measurement solutions that demonstrate the value of our
advertisements, or our ability to further improve such tools;
• changes to our data privacy practices (including as a result of changes to laws or regulations or third-party policies) that
affect the type or manner of advertising that we are able to provide;
• our inability to collect and share data which new or existing advertisers find useful;
• competitive developments or advertiser perception of the value of our products;
• product changes or advertising inventory management decisions we make that change the type, size or frequency of
advertisements on our platform;
• users that upload content or take other actions that are deemed to be hostile, inappropriate, illicit, objectionable, illegal
or otherwise not consistent with our advertisers’ brands;
• the impact of invalid clicks or click fraud on our advertisements;
• the failure of our advertising auction mechanism to target and price ads effectively;
• difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our
guidelines or experience challenges uploading and conforming their advertisements with our system requirements;
• the macroeconomic conditions and the status of the advertising industry, such as the global outbreak of the COVID-19
pandemic, fear of recession, inflation, supply chain issues, and inventory and labor shortages, which could cause
businesses to spend less on advertising and/or direct their advertising spend to larger companies that offer more
traditional and widely accepted advertising products; and
• the other risks and uncertainties described in this Annual Report on Form 10-K.
These and other factors could reduce the amount that advertisers spend on our platform, or cause advertisers to stop
advertising with us altogether. Any of these events could harm our business, revenue and financial results.
Our ecosystem of users and advertisers depends on our ability to attract, retain and engage our user base. If we fail to add new
users or retain or recover users, or if users engage less with us, our business, revenue and financial results could be harmed.
We must attract, grow, retain and engage our users on our platform. Our active users may not grow, and may decline.
If current and potential users do not perceive their experience with our platform to be useful, or the content that we serve
to them to be relevant to their personal taste and interests, we may not be able to attract new users, retain existing users,
recover past users or maintain or increase the frequency and duration of users' engagement. User engagement has and will
continue to fluctuate depending on factors beyond our control. For example, although we saw a higher number of users
and higher user engagement during the peak of the COVID-19 pandemic in 2020, we experienced declines in the number
of users and lower levels of user engagement as the COVID-19 pandemic began to subside.
We anticipate that our active user growth rate will decline over time if the size of our active user base increases or we
achieve higher market penetration rates. As a result, our financial performance will increasingly depend on our ability to
increase user engagement and our monetization efforts. We also may not be able to penetrate certain demographics in a
meaningful manner to grow the number of users. For example, in the United States, historically a substantial majority of
our users have been women of ages 18-64. We may not be able to further increase the number of users in this
demographic and may need to increase the number of users in other demographics, such as men and international users, in
order to grow our users.
There are many other factors that could negatively affect user growth, retention and engagement, including if:
• our competitors mimic our products or product features or create more engaging platforms or products, causing users
to utilize their products instead of, or more frequently than, our products;
• we do not provide a compelling user experience because of the decisions we make regarding our products or the type
and frequency of advertisements that we display;
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Part I
• our content is not relevant to users’ personal taste and interests;
• search queries by users do not yield relevant results;
• third parties do not permit or continue to permit their content to be displayed on our platform;
• users have difficulty or are blocked from installing, updating or otherwise accessing our platform on mobile devices or
web browsers;
• there are changes in the amount of time users spend across all applications and platforms, including ours;
• users use or spend more time on other platforms that they feel are more relevant or engaging;
• we are unable to attract creators or publishers to create engaging and relevant content on our platform;
• technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our
service in a fast and reliable manner;
• we are unable to successfully educate users how to utilize new products and product features that we introduce, such as
live stream content, video and shopping features;
• users are located in countries with low smartphone penetration or with lack of cellular based data network since our
products typically require high bandwidth data capabilities;
• changes in regulations or our contractual arrangements that adversely impact our access to, and use of, zero-rating
offers or other discounts or data usage for our platform;
• we are unable to address user and advertiser concerns regarding the content, privacy and security of our platform;
• we are unable to combat spam, harassment, cyberbullying, discriminatory, political or other hostile, inappropriate,
misleading, abusive or offensive content or usage on our products or services;
• users adopt new technologies that block our products or services or where our products or services may be displaced in
favor of other products or services, or may not be featured or otherwise available;
• third-party initiatives that may enable greater use of our platform, including low-cost or discounted data plans,
are discontinued;
• merchants on Pinterest do not provide users with positive shopping experiences, for example, if products are not of the
quality depicted on the platform or not readily available for purchase;
• there are macro level conditions that are beyond our control, such as the COVID-19 pandemic and Russia’s invasion of
Ukraine that cause users to spend less time on our platform; or
• the other risks and uncertainties described in this Annual Report on Form 10-K.
Our ability to serve advertisements on our platform, and therefore the value proposition for our advertisers, depends on
the size and engagement of our user base. Our growth efforts are not currently focused on increasing the number of daily
active users, and we do not anticipate that most of our users will become daily active users. Therefore, even if we are able
to increase demand for our advertising products, we may not be able to deliver those advertisements if we cannot also
increase the size and engagement of our user base, which could harm our business, revenue and financial results.
Any decrease in user growth, retention or engagement could render our platform less attractive to users or advertisers,
and could harm our business, revenue and financial results.
If we are not able to continue to provide content that is useful and relevant to users’ personal taste and interests or fail to remove
objectionable content or block objectionable practices by advertisers or third parties, user growth, retention or engagement
could decline, which could result in the loss of advertisers and revenue.
Our success depends on our ability to provide users with content, including advertisements and shopping content, that is
useful and relevant to their personal taste and interests, which in turn, depends on the content contributed by our users,
creators, publishers, advertisers, merchants and other third party partners and the manner in which we present that
content to users. We may not be able to effectively compete for content on our platform or may get content that is not
relevant, useful or inspiring to our users.
Users engage with content that is relevant to their country, language and gender preferences as well as their personal
interests and intent. We may not correctly or timely identify and serve content that is useful and relevant to users. In
addition, new content and new or different forms of content we distribute may not have as much relevancy signal for
optimal distribution of the pins as prior content and forms of content that have been saved repeatedly on our platform
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Part I
which may result in lower users engagement with such content. For example, we have been investing in publishing native
content and short form video content on our platform. User engagement has declined and may continue to decline as we
continue to learn to distribute this native and short form video content efficiently and as users learn new ways to use and
navigate our platform. As a result, we may not be able to provide adequate, useful or relevant content to our users.
Content that is not visually pleasing, is not intuitive or easy to use or is not in the desired language may not be engaging for
users, especially in non-U.S. markets. If users do not believe that we offer content that is useful and relevant to their
personal taste and interests, user growth, retention or engagement may decline, which could result in the loss of
advertisers and revenue.
Some of the actions that we may take to make our content more useful and relevant may reduce traffic that we drive from
our platform to the websites of third parties, which may reduce their willingness to contribute or continue availability of
their content on our platform. We endeavor to keep divisive, disturbing or unsafe content off our platform. We do this by
deleting or hiding certain types of content, even if this content would be permitted on other platforms, which could result
in a decrease in user growth, retention or engagement. We apply significant judgment in making these determinations and
may be unsuccessful in our efforts to remove this content in a manner that is (or is perceived to be) consistently applied
and on a timely basis or at all, which could also result in a decrease in user growth, retention or engagement. Further, if we
fail to identify and keep off our platform advertisers and merchants who offer poor quality goods or fail to deliver goods to
their customers, we may lose user confidence. In addition, controversies regarding content on other social media
platforms, such as the boycott of Facebook and Twitter by some advertisers and the allegations of the impact of social
media on the mental health of users, may impact user engagement and advertising spending on our platform, which could
adversely affect our business and revenue. Any of these factors could result in decrease in user growth, retention
or engagement.
We regularly monitor how our advertising affects users’ experiences in our effort to avoid delivering too many
advertisements or irrelevant advertisements to users. Therefore, we may decide to change the number of advertisements
or eliminate certain types of advertisements to maintain users’ satisfaction in the service. We may make changes to our
platform based on feedback provided by users or advertisers. These decisions may not produce the short-term or long-
term benefits that we expect, in which case user growth, retention and engagement, our relationships with advertisers,
and our business, revenue and financial results could be harmed.
If we are unable to collect and use data either because of data privacy laws and regulations, it could impact our ability to
effectively deliver relevant content. These laws and regulations may also impact our ability to expand advertising on our
platform, as they may impede our ability to deliver targeted advertising and accurately measure our ad performance.
Additionally, even if not prohibited by data privacy laws and regulations, we may elect not to collect certain types of data if
we believe doing so would be inconsistent with our users’ expectations, if the source is unreliable or for any other reason.
Similarly, the increase in media attention about online privacy and data protection may motivate users to take certain
actions to protect their privacy. Users may elect not to allow data sharing for a number of reasons, such as data privacy
concerns. This could impact our ability to deliver relevant content aligned with users’ personal taste and interests.
Additionally, the impact of these developments may disproportionately affect our business in comparison to certain peers
in the technology sector that, by virtue of the scope and breadth of their operations or user base, have greater access to
user data.
Since substantially all our revenue is generated from advertising, our inability to serve the volume of advertisements
desired by our advertisers, may deter new or existing advertisers from using our platform which could harm our business,
revenue and financial results.
If we are unable to compete effectively for users, our business, revenue and financial results could be harmed.
We face significant competition to attract, retain and engage users and for their time and attention. We compete with
consumer internet companies that are either tools (search, e-commerce, creator tools) or media (newsfeeds, video,
social networks).
We compete with large, established companies and companies that offer widely used products, such as Amazon, Meta
(including Instagram), Google (including YouTube), Snap, TikTok and Twitter, which provide their users with a variety of
online products, services, content (including video), creator incentives and offerings, and advertising offerings, including
web search engines, social networks and other means of discovering, using or acquiring goods and services. Many of these
competitors have longer operating histories, significantly greater financial, technical, research, marketing and other
resources and larger user bases than we do. Many of these competitors also have access to larger volumes of data and
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Part I
platforms that are used on a more frequent basis than ours, which may enable them to better understand their user base
and develop and deliver more relevant content.
Our competitors have previously and may continue to develop technology, products, services or interfaces that are similar
to our existing and future products quickly and at scale, or that achieve greater market acceptance than our products,
including by users, advertisers, creators, publishers and other third parties. Some of our competitors also operate existing
products that have significant market power in certain market sectors and could use that market power to advance their
own products or services that compete with ours. For example, many of our competitors have introduced shopping
platforms, expanded their video-based and live shopping experiences and launched a series of features and integrations
that add DIY or How To videos. These competitors may engage in more extensive research and development efforts and
undertake more extensive marketing campaigns, which may allow them to build larger, more engaged user bases than
ours. Also, some of our existing or potential competitors operate products or services from which we currently derive
substantial value, such as search engines and email, and those competitors could reduce or eliminate the value and
information we receive.
We also face competition from smaller companies in one or more high-value verticals that offer users engaging content
and commerce opportunities through similar technology, products, features or services to ours. In addition, emerging
startups may be able to innovate and provide technology, products, services or features similar to ours or before us.
Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in user
preferences. Barriers to entry in our industry are low, and our intellectual property rights may not be sufficient to prevent
competitors from launching comparable products or services.
In emerging international markets, where mobile devices often lack large storage capabilities, we may also compete with
other applications for the limited space available on a user’s mobile device.
In addition to the above, we believe that our ability to compete for users depends upon many factors both within and
beyond our control, including:
• the usefulness, novelty, performance and reliability of our platform compared to those of our competitors;
• the timing and market acceptance of our products, including the developments and enhancements to those products,
offered by us or our competitors;
• our brand strength relative to our competitors; and
• the other risks and uncertainties described in this Annual Report on Form 10-K.
If we are unable to compete effectively for advertisers, our business, revenue and financial results could be harmed.
We face significant competition for advertising revenue across a variety of formats. To compete effectively, we must
enable our advertisers to easily create content and buy, forecast, optimize and measure the performance of advertising on
our platform. In order to grow our revenue and improve our operating results, we must increase our share of advertising
spend relative to our competitors, many of which are larger companies that offer more traditional and widely accepted
advertising products, as well as more robust tools to measure the effectiveness of advertising campaigns.
Some of our larger competitors have substantially broader product or service offerings and leverage their relationships
based on other products or services to gain additional share of advertising spend. They have large distributed sales forces
and an increasing amount of control over mobile distribution channels. These competitors’ economies of scale allow them
to have access to larger volumes of data and platforms that are used on a more frequent basis than ours, which may enable
them to better understand their user base and develop and deliver more targeted advertising. They may not need to rely
on third-party data, including data provided by advertisers, in order to effectively target the campaigns of advertisers,
which could make their advertising products more attractive to advertisers than ours as third-party data becomes less
available to us, whether because of regulatory changes, privacy concerns or other reasons. If we are unable to provide our
advertisers with the ability to effectively target their advertising campaigns, or if our advertisers do not believe that our
value proposition is as compelling as those of our competitors, we may not be able to attract new advertisers or retain
existing ones, and our business, revenue and financial results could be harmed.
We believe that our ability to compete for advertisers depends upon many factors both within and beyond our
control, including:
• sales, marketing, customer service and support efforts;
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Part I
• first- and third-party data available to us relative to our competitors;
• ease of use, performance, price and reliability of solutions developed either by us or our competitors;
• the attractiveness and volume of our product and service offerings (including pricing and measurement tools) compared
to those of our competitors;
• the strength of our advertiser relationships and offerings compared to those of our competitors;
• the ease with which our advertising products fit into existing advertiser budgets compared to those of our competitors;
• positions or actions taken by us, users, advertisers or other third parties that may impact our brand and reputation or
the desirability of advertising on online platforms in general; and
• the other risks and uncertainties described in this Annual Report on Form 10-K.
We may not be able to develop effective products and tools for advertisers.
Growth in our advertising revenue depends on our ability to continue to develop and offer effective products and tools for
advertisers. New ad formats that take up more space on our platform may result in fewer impressions, which could
adversely affect our revenue. Alternatively, new ad formats, such as video ads, may be more engaging and users may spend
less time browsing or searching on our platform, which could adversely affect our revenue. As the advertising market
generates and develops new concepts and technology, we may incur additional costs to implement more effective
products and tools. We may introduce changes to our existing ad products or develop and introduce new and unproven ad
products with which we have little or no prior experience. Each of these could result in unintended outcomes or results
that are not well received by advertisers. In addition, if new or enhanced ad products fail to attract or retain advertisers,
we may fail to generate sufficient revenue. Further, continuing to develop and improve these products and tools may
require significant time and resources and additional investment. If we cannot continue to develop and improve our
advertising products and tools in a timely fashion, or if our advertising products and tools are not well received by
advertisers, our advertising revenue could be adversely affected.
If we do not develop successful new products or improve existing ones, our business may suffer. We may also invest in new
products that fail to attract or retain users or generate revenue.
Our ability to grow, retain and engage our user base and therefore increase our revenue depends on our ability to
successfully enhance our existing products and create new products, both independently and in conjunction with platform
developers or other third parties, and to do so quickly. We may introduce significant changes to our existing products or
develop and introduce new and unproven products with which we have little or no prior development or operating
experience. Our focus on innovation and experimentation could result in unintended outcomes or decisions that are poorly
received by users. If new or enhanced products fail to engage our users, we may fail to generate sufficient revenue,
operating margin or other value to justify our investments, any of which could harm our business, revenue and financial
results. We also may develop new products that may increase user engagement and costs that may not increase revenue
or that may not be fully integrated into the user experience.
Further, our products often require users to learn new behaviors that may not always be intuitive to them. To the extent
that new users are less willing to invest the time to learn to use our products, or if we are unable to make our products
easier to learn to use, our user growth, retention or engagement could be affected, and our business, revenue and financial
results could be harmed.
We continue to develop our international growth strategy and may not succeed in further expanding and monetizing our
platform internationally and may be subject to increased international business and economic risks.
We continue to develop and evolve our international growth strategy and may adjust the way we expand our business
operations outside the United States. We may limit our expansion or decrease our operations in certain international
markets, including discontinuing advertising in those markets or not monetizing those markets at all, which could harm our
reputation and business, revenue and financial results. Alternatively, we may plan to enter new international markets and
expand in existing markets where we have limited or no experience in deploying our service or selling advertisements. We
may launch our advertising platform in countries where we do not have sales staffing in place, where market perception of
our service and ad platform may be low or where our audience size in a given market may be low relative to advertiser
expectations, all or any of which could limit our ability to monetize those countries. Further, in order to expand
successfully, we need to offer content and products that are customized and relevant to local users and advertisers, which
requires significant investment of time and resources.
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We are subject to a variety of risks inherent in doing business internationally, and our exposure to these risks will increase
as we continue to expand our operations, user base and advertiser base globally. These risks include:
• political, social and economic instability, including armed conflict or hostilities, such as Russia's invasion of Ukraine;
• selective or inconsistent government regulatory action or enforcement;
• fluctuations in currency exchange rates and restrictions on currency conversions;
• higher levels of credit risk and payment fraud;
• enhanced difficulties of integrating any foreign acquisitions;
• reduced protection for intellectual property rights in some countries;
• difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance
costs associated with multiple international locations and subsidiaries;
• different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and
labor unions, and other challenges caused by distance, language and cultural differences, making it harder to do business
in certain international jurisdictions;
• increasing labor costs due to high wage inflation in certain international jurisdictions;
• compliance with statutory requirements relating to our equity;
• regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us
from freely moving cash;
• import and export controls and restrictions and changes in trade regulations, including sanctions;
• compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other jurisdictions;
• compliance with laws governing supply chains and related business operations;
• compliance with GDPR and similar data privacy and data protection laws;
• compliance with laws that might restrict content or advertising, require us to provide user information, including
confidential information, to local authorities or add significant requirements that make it difficult to operate in that
jurisdiction;
• macroeconomic conditions, such as inflation, labor shortage and the COVID-19 pandemic which had an impact on the
pace of our global expansion;
• compliance with multiple tax jurisdictions and management of tax impact of global operations; and
• the other risks and uncertainties described in this Annual Report on Form 10-K.
If we are unable to execute our strategy on international growth and manage the complexity of global operations
successfully, our business, revenue and financial results could be harmed.
We may not be able to effectively manage the growth of our business.
Although we have experienced rapid growth and demand for our product in our initial years, we have not seen the same
level of rapid growth more recently and cannot assure you that our business will grow at these same rates or at all. The
growth and expansion of our business and product offerings and the increase in full-time employees place significant
challenges on our management, operational and financial resources, including managing multiple relationships with users,
creators, publishers, advertisers, technology licensors and other third parties. If we continue to grow our operations or the
number of our third-party relationships, our technology systems, procedures or internal controls may not be adequate.
Further, we may not be able to continue to develop or maintain a long term growth strategy or execute the strategy
effectively, which may harm our business, revenue and financial results. Further, due to challenging macroeconomic
conditions, we may make decisions to save costs in certain ways that adversely affect our business, operations, revenue
and financial results.
Over the years, our organization has grown in number of employees and offices. We also recently announced a flexible
work model and a majority of our employees are working remotely. As a result, we are required to implement more
complex organizational management structures. We also find it increasingly difficult to preserve our workplace culture,
including our ability to quickly develop and launch new and innovative products and adequately oversee employees and
business functions. This is particularly true in recent times as we transition to our recently announced flexible work model
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and a majority of our employees are working remotely. Our inability to effectively manage the growth of our organization
may harm our business, revenue and financial results.
We make decisions consistent with our mission and values that may reduce our short- or medium-term operating results.
Our mission—to bring everyone the inspiration to create a life they love—and company values are integral to everything
we do. We frequently make decisions regarding our business and service in accordance with our mission and values that
may reduce our short- or medium-term operating results if we believe those decisions will improve the experiences of
users, advertisers, content creators, employees or our community, and therefore benefit our business. For example, we
may choose to remove content that we have determined does not create an inspiring and positive experience for users or
revise our policies in ways that decrease user engagement. These decisions may not be consistent with the expectations of
investors and any longer-term benefits may not materialize within the time frame we expect or at all, any of which could
harm our business, revenue and financial results.
We may acquire other businesses, talent or technology, which could require significant management attention, disrupt our
business, dilute stockholder value and harm our business, revenue and financial results.
As part of our business strategy, we have made and intend to make acquisitions to add specialized employees and
complementary companies, products or technologies. Our previous and future acquisitions may not achieve our goals, and
we may not realize benefits from acquisitions we make in the future. Any acquisitions, including the integration process
will require significant time and resources, and we may not be able to manage the process successfully. If we fail to
successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business,
revenue and financial results of the combined company could be harmed. Our acquisition strategy may change over time
and future acquisitions we complete could be viewed negatively by users, advertisers, investors or other parties with
whom we do business. We may not successfully evaluate or utilize the acquired technology and accurately forecast the
financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume
as a result of acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such
acquisition, each of which could affect our financial condition or the value of our securities. We would expect to finance
any future acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset-backed
acquisition financing or cash from operations. The sale of equity to finance any such acquisitions could result in dilution to
our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include
covenants or other restrictions that would impede our ability to manage our operations. In the future, we may not be able
to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all.
Our acquisition strategy could require significant management attention, disrupt our business and harm our business,
revenue and financial results.
Our business depends on a strong brand and reputation, and if we are unable to maintain and enhance our brand and
reputation, our ability to expand our user and advertiser base will be impaired and our business, revenue and financial results
could be harmed.
We believe that our brand, identity and reputation has significantly contributed to the success of our business. We also
believe that maintaining and enhancing the “Pinterest” brand and reputation is critical to retaining and growing our user,
creator, publisher and advertiser base. Maintaining and enhancing our brand and reputation depends largely on our
continued ability to provide high-quality, relevant, reliable, trustworthy and innovative products, which may require
substantial investment and may not be successful. We may need to introduce new products or updates to existing products
that require users to agree to new terms of service that users do not like, which may negatively affect our brand and
reputation. Additionally, advertisements or actions of our advertisers may affect our brand and reputation if users do not
think the advertisements help them accomplish their objectives, or view the advertisements as intrusive, annoying or
misleading or have poor experiences with our advertisers. In addition, our brand, identity and reputation may be adversely
affected by perceptions of social media platforms in general, including perceptions resulting from factors unrelated to the
company’s actions or the content or actions of users, such as the boycott of Facebook and Twitter by some advertisers or
allegations of the impact of social media on the mental health of users.
Our brand and reputation may also be negatively affected by the content or actions of our users that are deemed to be
hostile or inappropriate to other users, by the actions of our users acting under false or inauthentic identities, by the use of
our products or services to disseminate information that is deemed to be misleading, or by the use of our platform for illicit,
illegal or objectionable ends. We also may fail to respond expeditiously to the sharing of illegal, illicit or objectionable
content on our platform or objectionable practices by advertisers, or to otherwise address user or advertiser concerns,
which could erode confidence in our brand and damage our reputation. We expect that our ability to identify and respond
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to this content in a consistently applied manner and on a timely basis or at all may decrease as the number of users grows,
as the amount of content on the platform increases or as we expand our product and service offerings, such as video and
live streaming content. Any governmental or regulatory inquiry, investigation or action, including based on the appearance
of illegal, illicit or objectionable content on our platform, our business practices, or failure to comply with laws and
regulations, could damage our brand and reputation, regardless of the outcome.
We have experienced, and expect to continue to experience, media, legislative, governmental, regulatory, investor and
other third-party scrutiny of our decisions. Any scrutiny, inquiry, investigation or action, including regarding our data
privacy, copyright, content, employment or other practices, workplace culture, charitable giving, product changes, product
quality, litigation or regulatory action or regarding the actions of our employees, users or advertisers or other issues, may
harm our brand and reputation. In addition, scrutiny of other companies in our industry, including their impact on user
“screen time” or their content policies or data privacy practices, could also have a negative impact on our brand and
reputation. These concerns, whether actual or unfounded, may also deter users, creators, publishers or advertisers from
using our platform.
Adverse publicity, whether or not accurate, relating to events or activities attributed to us, our employees, third-party
vendors, users, creators, publishers or our advertisers, or to social media platforms in general, may tarnish our reputation
and reduce the value of our brand. If we fail to promote and maintain the “Pinterest” brand or preserve our reputation, or if
we incur excessive expenses in this effort, our business, revenue and financial results could be harmed.
Risks related to Data, Security and Privacy
If our security is compromised, or users or advertisers believe our security has been compromised, we could lose the trust of users,
creators, publishers and advertisers who may use our platform less or may stop using our platform altogether, which could harm
our business, revenue and financial results.
Our efforts to protect our internal data or the information that users, creators, publishers and advertisers and other
partners have shared with us may be unsuccessful due to the actions of third parties, software bugs or other technical
malfunctions, cyberattacks, employee error or malfeasance, hacking, ransomware, viruses or other factors. In addition,
third parties may attempt to induce our employees, users, creators, publishers, advertisers or vendors to disclose
information to gain access to our data, advertisers' data or users’ data. Further, because the login credentials or passwords
employed by users to access our platform may be similar to or the same as the ones that they use in connection with other
platforms or websites, a breach in the security of those platforms or websites can allow third parties to gain unauthorized
access to users’ accounts on our platform. If any of the events described above occur, our information or users’, creators',
publishers' or advertisers' information could be accessed or disclosed improperly. If a third-party gains unauthorized
access to our platform, they may, among other things, post malicious spam and other content on our platform using a
user’s, creator's, publishers' or advertiser’s account, that could negatively affect our products and our business.
Some third parties, including advertisers and vendors, may store information that we share with them on their networks. If
these third parties fail to implement adequate data-security practices or fail to comply with our terms and policies, users’
data may be improperly accessed, used or disclosed. Even if these third parties take all the necessary precautions, their
networks may still suffer a breach, which could compromise the data we share with them.
Any incidents where users’, creators', publishers', advertisers' or our information is accessed without authorization or is
improperly used, or incidents that violate our privacy policy, terms of service or other policies, or the perception that an
incident has occurred, could damage our brand and reputation, adversely impact our competitive position and result in
significant costs. We may need to notify government authorities or affected users regarding security incidents, and
government authorities or affected users, creators, publishers or advertisers could initiate legal or regulatory action
against us over those incidents, which could cause us to incur significant expense and liability or result in orders or consent
decrees forcing us to modify our business practices. Maintaining the trust of users, creators, publishers and advertisers is
important to sustain user growth, retention and engagement, and we may incur significant costs in an effort to detect and
prevent any security incidents. Concerns over our information security or data privacy practices, whether actual or
unfounded, could subject us to negative publicity and damage our brand and reputation and deter users, creators,
publishers and advertisers from using our platform. Any of these occurrences could harm our business, revenue and
financial results.
Our ability to attract and retain advertisers depends on our ability to collect and use data and develop tools to enable us to
effectively deliver and accurately measure advertisements on our platform.
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Most advertisers rely on tools that measure the effectiveness of their ad campaigns in order to allocate their advertising
spend among various formats and platforms. If we are unable to measure the effectiveness of advertising on our platform
or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability to
increase the demand and pricing of our advertising products and maintain or scale our revenue may be limited. Our tools
may be less developed than those of other platforms with which we compete for advertising spend. Therefore, our ability
to develop and offer tools that accurately measure the effectiveness of a campaign on our platform is critical to our ability
to attract new advertisers and retain, and increase spend from, our existing advertisers.
We are continually developing and improving these tools and such efforts have and are likely to continue to require
significant time and resources and additional investment, and in some cases we have relied on and may in the future rely on
third parties to provide data and technology needed to provide certain measurement data to our advertisers. If we cannot
continue to develop and improve our advertising tools in a timely fashion, those tools are not reliable, or the measurement
results are inconsistent with advertiser goals, our advertising revenue could be adversely affected.
Many existing advertiser tools that measure the effectiveness of advertising do not account for the role of advertising
early in a user's decision-making process, which is when many users come to our platform. Instead, these tools measure the
last ad or content that was exposed to the user that gets credit for influencing any user’s purchase or action. As a result, we
may not be able to demonstrate and measure for our advertisers the value of engaging with a user during the early intent
phase.
In addition, web and mobile browser developers, such as Apple, Microsoft or Google, have implemented and may continue
to implement changes, including requiring additional user permissions, in their browser or device operating system that
impair our ability to measure and improve the effectiveness of advertising on our platform. Such changes include, limiting
the use of first-party and third-party cookies and related tracking technologies, such as mobile advertising identifiers, and
other changes that limit our ability to collect information that allows us to attribute user actions on advertisers’ websites
to the effectiveness of advertising campaigns run on our platform. For example, Apple launched its Intelligent Tracking
Prevention (“ITP”) feature in its Safari browser. ITP blocks some or all third-party cookies by default on mobile and desktop
and ITP has become increasingly restrictive over time. Apple's related Privacy-Preserving Ad Click attribution ("PPAC"),
intended to preserve some of the functionality lost with ITP, would limit cross-site and cross-device attribution, prevent
measurement outside a narrowly-defined attribution window, and prevent ad re-targeting and optimization. Similarly,
Google announced that it plans to stop supporting third-party cookies in its Google Chrome browser. Further, Apple
implemented certain changes, including introducing an AppTrackingTransparency framework that limits the ability of
mobile applications to request an iOS device’s advertising identifier and affects our ability to track user actions off our
platform and connect their interactions with on-platform advertising.
In addition, third-parties, such as Apple, Microsoft or Google, have implemented and may continue to implement changes
and restrictions in browser or device functionality including by limiting the use of cookies, or that limit our ability to
communicate with or understand the identity of our users.
All these restrictions described above make it more difficult for us to provide the most relevant ads to our users, measure
the effectiveness of, and to re-target and optimize, advertising on our platform. This may result in advertisers spending less
or not at all, on our platform and prefer larger platforms like Facebook and Google that have more capabilities to help
advertisers measure their conversions.
Developers may release additional technology that further inhibits our ability to collect data that allows us to measure the
effectiveness of advertising on our platform. Any other restriction, whether by law, regulation, policy (including third-party
policies) or otherwise, on our ability to collect and share data which our advertisers find useful, our ability to use or benefit
from tracking and measurement technologies, including cookies, or that further reduce our ability to measure the
effectiveness of advertising on our platform would impede our ability to attract, grow and retain advertisers. Advertisers
and other third parties who provide data that helps us deliver personalized, relevant advertising may restrict or stop
sharing this data. If they stop sharing this data with us, it may not be possible for us to collect this data within the product
or from another source.
We rely heavily on our ability to collect and share data and metrics for our advertisers to help new and existing advertisers
understand the performance of advertising campaigns. If advertisers do not perceive our metrics to be accurate
representations of our user base and user engagement, or if we discover inaccuracies in our metrics, they may be less
willing to allocate their budgets or resources to our platform, which could harm our business, revenue and financial results.
We receive, process, store, use and share data, some of which contains personal information, which subjects us to complex and
evolving governmental regulation and other legal obligations related to data privacy, data protection and other matters, which
are subject to change and uncertain interpretation.
We receive, process, store, use and share data, some of which contains personal information. There are numerous federal,
state, local and foreign laws and regulations regarding matters central to our business, data privacy and the collection,
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Part I
storing, sharing, use, processing, disclosure and protection of personal information and other data from users, employees
and business partners, the scope of which are regularly changing, subject to uncertain and differing interpretations and
may be inconsistent among countries or conflict with other rules.
The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly
evolving industry in which we operate, and as the focus on data privacy and data protection increases globally, we are, and
will continue to be, subject to varied and evolving data privacy and data protection laws. We are subject to GDPR which
expands the rights of individuals to control how their personal data is processed, includes restrictions on the use of
personal data of children, creates new regulatory and operational requirements for processing personal data (in particular
in case of a data breach), increases requirements for security and confidentiality, restricts transfers of data outside of the
European Economic Area and provides for significant penalties for non-compliance, including fines of up to 4% of global
annual turnover for the preceding financial year or €20 million (whichever is higher) for the most serious infringements.
Additionally, we have historically relied upon multiple legally valid transfer mechanisms to transfer certain personal data
outside of the European Economic Area, including the EU-U.S. Privacy Shield Framework and Standard Contractual
Clauses (SCCs). The Court of Justice of the European Union ruled that the EU-U.S. Privacy Shield is an invalid transfer
mechanism, but upheld the validity of the SCCs subject to future elaboration of additional safeguards by regulators such as
specific “supplemental measures” that should be undertaken to protect EU data subjects. The validity of data transfer
mechanisms and these additional safeguards remains subject to legal, regulatory, and political developments in both
Europe and the U.S. The invalidation of the EU-U.S. Privacy Shield, the potential invalidation of other data transfer
mechanisms, or the potential invalidation of additional safeguards could have a significant adverse impact on our ability to
process and transfer the personal data of EEA users outside of the European Economic Area. The State of California
enacted the CCPA which requires companies that process information of California residents to make new disclosures to
consumers about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with
third parties and provides a new cause of action for data breaches. Additionally, the CPRA which went into effect in 2023
and significantly modifies the CCPA, has led to further uncertainty and requires us to incur additional costs and expenses.
A few other states have also enacted privacy laws similar to the CPRA, which become operative in 2023. Additionally, the
Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws
to impose standards for the online collection, use, dissemination and security of data. The burdens imposed by these and
other laws and regulations that may be enacted, or new interpretations of existing laws and regulations, may require us to
modify our data processing practices and policies and to incur substantial costs in order to comply and may
disproportionately affect our business in comparison to our peers that have greater resources. These laws and regulations
may also impact our ability to expand advertising on our platform internationally, as they may impede our ability to deliver
targeted advertising and accurately measure our ad performance.
Any failure or perceived failure by us to comply with our privacy policies, data privacy-related obligations to users or other
third parties, or our data privacy-related legal obligations, or any compromise of security that results in the unauthorized
release or transfer of personally identifiable information or other user data, or other failure to comply with these laws and
regulations, or regulatory scrutiny, may result in governmental enforcement actions or litigation that could expose our
business to substantial financial penalties, or other monetary or non-monetary relief, negative publicity, loss of confidence
in our products, decline in user or advertiser growth or damage to our brand and reputation. Companies in the technology
industry have recently experienced increased regulatory scrutiny relating to data privacy and data protection, and we may
become subject to enhanced scrutiny and enforcement actions from regulators to ensure compliance with data privacy
and data protection laws and regulations. The GDPR, CCPA, CPRA and other such laws and regulations impose new and
burdensome obligations, and include substantial uncertainty as to their interpretation, and we may face challenges in
addressing their requirements, which could result in fines or penalties, lead us to change our data privacy policies and
practices and limit our ability to deliver personalized advertising. Public statements against us by consumer advocacy
groups or others could also cause users to lose trust in us, which could result in declines in user growth, retention or
engagement and have an adverse effect on our brand, reputation and business. Additionally, if third parties that we work
with, such as advertisers, service providers or developers, violate applicable laws or our policies, these violations may also
put users’ information at risk and could in turn have an adverse effect on our business, revenue and financial results.
Any significant change to applicable laws, regulations or industry practices, or to interpretations of existing laws and
regulations, regarding the use or disclosure of users’ data, or regarding requirements around obtaining consent from users
for the use and disclosure of such data, could require us to modify our products to allow for limited data use, possibly in a
material manner, and may limit our ability to develop new products that make use of the data that users voluntarily share.
There currently are a number of proposals pending before federal, state and foreign legislative and regulatory bodies. In
addition, some countries are considering or have passed legislation implementing data protection requirements or
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requiring local storage and processing of data or similar requirements that could increase the cost and complexity of
delivering our service, particularly as we expand our operations internationally.
Risks related to our Business Operations
Our business depends on our ability to maintain and scale our technology infrastructure, including speed and availability of our
service.
Our reputation and ability to attract, retain and serve users, content creators and advertisers is dependent upon the
reliable performance of our service and our underlying technology infrastructure and content delivery processes. From
time to time, we are subject to interruptions in or disruptions of our systems. If our platform is unavailable when users,
content creators or advertisers attempt to access it, if it does not load as quickly as they expect or if their content is not
saved, users may not return to our platform as often in the future, or at all.
Our advertisers must be able to easily buy, forecast, optimize and measure the performance of ads on a responsive and
stable platform. Advertisers will not continue to do business with us if our technology infrastructure is not reliable. Our
systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or
outages that could harm our business. Our systems may not be adequately designed to avoid performance delays or
outages. For example, our engineering teams' broad access to our systems is designed for speed and release velocity,
which increases the risk of disruptive intentional and unintentional (and potentially premature) updates and changes being
made directly to our live platforms and services. As our user, content creator and advertiser base and the volume and types
of information shared on our service continue to grow, we will need an increasing amount of technology infrastructure,
including network capacity and computing power, to continue to satisfy the needs of users, content creators and
advertisers, which could increase our costs. It is possible that we may fail to effectively scale and grow our technology
infrastructure to accommodate these increased demands, which could harm our business, revenue and financial results.
Further, in the event of a systems failure, employee error, failure or interruption of services by AWS, malicious intent by
employees or third parties, we may lose all or substantial amounts of data and we may not be able to recover such data
quickly or at all. Such loss of data could adversely affect our business and financial results.
In addition, our systems and operations are vulnerable to damage, delays or interruptions from fire, flood, power loss,
telecommunications failure, spikes in usage volume, pandemics such as the COVID-19 pandemic, terrorist attacks, acts of
war, earthquakes, the effects of climate change and other events beyond our control. We are particularly vulnerable to
these types of events because our cloud computing infrastructure is currently located in one geographic region. In
addition, the substantial majority of our employees are located in California, which has historically experienced, and may
continue to experience, climate-related events including drought and water scarcity, warmer temperatures, wildfires and
air quality impacts and power shut-offs. If there is a catastrophic failure involving our systems or major disruptive event
affecting our headquarters or the San Francisco area in general, we may be unable to operate our service. Although we
maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver
our services and could cause us to incur substantial expense. Climate-related events, including the increasing frequency of
extreme weather events and their impact, have the potential to disrupt our business and/or the business of our third-party
suppliers and partners.
A substantial portion of our technology infrastructure is provided by third parties. Any disruption or failure in the services
we receive from these providers could harm our ability to handle existing or increased traffic or cause our platform to
become unavailable, which could harm our business. We exercise little control over these providers and have limited line
of sight into their governance, and any financial or other difficulties these providers face may harm our business.
The occurrence of any of the foregoing risks could result in damage to our systems and hardware or could cause them to
fail completely, and our insurance may not cover such risks or may be insufficient to compensate us for losses that may
occur. These events may result in distraction of management, loss of revenue and costs from litigation and enforcement. In
addition, they could also result in significant expense to repair or replace damaged facilities and remedy resultant data loss
or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our products
could materially harm our reputation and business.
The failure to attract and retain highly qualified personnel, or loss of one or more of our key personnel, could harm our business,
revenue and financial results.
We currently depend on the continued services and performance of our key personnel, including Benjamin Silbermann, Bill
Ready and others. Mr. Silbermann’s and Mr. Ready's employment, and the employment of our other key personnel, is at
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Part I
will, which means they may resign or be terminated for any reason at any time. In addition, much of our key technology and
systems are custom-made for our business by our personnel. The loss of key personnel, including key members of
management as well as our key engineering, design, marketing, sales and product development personnel, could disrupt
our operations and harm our business. This risk is particularly heightened in an environment where companies, including
us, slow down hiring or reduce their workforce and will continue to find ways to further reduce costs due to
macroeconomic conditions.
In addition, it is important to our business to attract and retain highly talented personnel, particularly engineers with
expertise in computer vision, artificial intelligence and machine learning. We have found and may continue to find our
recruiting and retention efforts more challenging because the marketplace for talent is highly competitive. The incentives
provided by our stock option grants, restricted stock grants and restricted stock unit grants, or by other compensation and
benefits arrangements, may not be effective to attract and retain employees, especially as a result of continued
fluctuations in our stock price. We may also be required to enhance wages, benefits and non-equity incentives. If we are
unable to meet employees and potential employees' expectations, we may experience difficulties attracting and retaining
personnel.
Further, our ongoing efforts to address workplace culture concerns (including to meet the goals we set in our Inclusion and
Diversity Reports), implement the recommendations of the Special Committee of our Board and the terms of the
settlement agreement with respect to certain derivative lawsuits and resolve certain related allegations or claims have
resulted in, and will continue to result in, increased costs, as well as consuming management's time and attention. Further,
if our efforts are unsuccessful, we may not be able to attract and retain talent, we may be subject to investigations,
litigation and other proceedings and our brand and reputation and stock price may be harmed.
Additionally, we began re-opening our offices. We also announced our long-term flexible work model which provides for a
more distributed workforce. Our new future work strategy, including our efforts related to employee onboarding, training
and development and retention may not be successful. Further, our future work strategy may continue to evolve and may
not meet the needs of our existing and potential future employees and they may prefer work models offered by other
companies. If we do not succeed in attracting and retaining highly qualified personnel or the financial resources required to
do so increase, we may not be able to meet our business objectives, and our business, revenue and financial results could
be harmed.
Risks arising from our reliance on third parties
We depend in part on online application stores and internet search engines to direct traffic and refer new users to our platform.
When these online application stores or search engines’ methodologies and policies are modified or enforced in ways we do not
anticipate, or when our search results page rankings decline for other reasons, traffic to our platform or user growth, retention
and engagement has declined and could decline in the future, any of which could harm our business, revenue and financial
results.
We depend in part on internet search engines, such as Bing, Google and Yahoo!, to direct a significant amount of traffic to
our platform. For example, when a user types a query into a search engine, we may receive traffic and acquire new users
when those search results include Pins, boards, users and other features of our platform that cause the user to click on the
Pinterest result or create a Pinterest account. These actions grow our users due to signups of new users and increase
retention and engagement of existing users.
Our ability to maintain and increase the number of users directed to our platform from search engines is not within our
control. Search engines, such as Google, have and may continue to modify their search algorithms (including what content
they index and the format in which content is indexed) and policies or enforce those policies in ways that are detrimental
to us, that we are not able to predict or without prior notice. When that occurs, we have in the past and expect to
experience in the future, declines or de-indexing in the organic search ranking of certain Pinterest search results or
negatively impacted by the format in which our search results appear, leading to a decrease in traffic to our platform, new
user signups and existing user retention and engagement. We have experienced declines in traffic and user growth as a
result of these changes in the past, and anticipate fluctuations as a result of such actions in the future. For example,
throughout 2021, Google made certain changes to their search algorithms which also negatively impacted traffic and user
sign-ups. Our ability to appeal these actions is limited, and we may not be able to revise our search engine optimization
(“SEO”) strategies to recover the loss in traffic or users resulting from such actions. In addition, changes in policies or their
enforcement may not apply in the same manner to our competitors, or our competitors’ SEO strategies to retain and
attract users may be more successful than ours. In addition, certain third parties offer browser extensions that give users
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the option to remove Pinterest from their search engine recommendations. Further, some of these search engines are
owned by companies that compete with various aspects of our business. When email platforms, such as Google, change
their policies related to the placement of our emails in users' inboxes, it can affect the open and click rate of our emails.
Such changes have led to and may lead to a decrease in traffic to our platform, new user signups and existing user retention
and engagement. To offset some of the impact on our user growth, we may increase our investment in other growth
strategies, such as paid marketing or other initiatives that drive user acquisition, which may cost more and be less
effective. Any significant reduction in the number of users directed to our website or mobile application from search
engines or email could harm our business, revenue and financial results.
In addition, we also rely on certain major online stores for distribution of our application. If these application store
providers modify or implement new terms, we may be required to modify our product to maintain our ability to remain in
that application store. Such requirements or our inability to meet such requirements could harm our business, revenue and
financial results.
We allow users to authenticate with our service through third-party login providers. If these third parties discontinue these tools
or experience a breach or outage in their platform or web browser developers make changes that restrict the use of these tools,
user retention, growth or engagement could decline, and our business, revenue and financial results could be harmed.
A significant number of users access their accounts on our platform using a third-party login provider such as Facebook,
Apple or Google. If security on those platforms is compromised, if users are locked out from their accounts on those
platforms or if those platforms experience an outage or otherwise institute policies that prevent users from accessing their
accounts on our platform through those logins, users may be unable to access our platform. In addition, third-party log-in
providers may institute policies that restrict us from both communicating with users or identifying with users. As a result
of these actions, user growth, retention and engagement on our platform has been and could be adversely affected in the
future, even if for a temporary period. Additionally, if Facebook or Google discontinue their identity services or experience
an outage, then we may lose and be unable to recover users previously using this function, and our user growth or
engagement could decline. Any of these events could harm our business, revenue and financial results.We depend on
Amazon Web Services for the vast majority of our compute, storage, data transfer and other services. Any disruption of,
degradation in or interference with our use of Amazon Web Services could negatively affect our operations and harm our
business, revenue and financial results.
Amazon Web Services (“AWS”) provides the cloud computing infrastructure we use to host our website, mobile application
and many of the internal tools we use to operate our business. We have a long-term commitment with AWS. Under the
agreement with AWS, in return for negotiated concessions, we currently are required to maintain a substantial majority of
our monthly usage of certain compute, storage, data transfer and other services on AWS. This agreement is terminable
only under certain conditions, including by either party following the other party’s material breach, which may be the
result of circumstances that are beyond our control. A material breach of this agreement by us, or early termination of the
agreement, could carry substantial penalties, including liquidated damages. If AWS increases pricing terms, terminates or
seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes
or interprets its terms of service or policies in a manner that is unfavorable, those actions could harm our business,
revenue and financial results.
Any significant disruption of, limitation of our access to or other interference with our use of AWS would negatively impact
our operations and our business could be harmed. In addition, any transition of the cloud services currently provided by
AWS to another cloud services provider would be difficult to implement and would cause us to incur significant time and
expense and could disrupt or degrade our ability to deliver our products and services. The level of service provided by
AWS could affect the availability or speed of our services. If users, creators, publishers or advertisers are not able to access
our service or platform or encounter difficulties in doing so, we may lose users, creators, publishers or advertisers and
could harm our business and reputation.
We utilize data center hosting facilities operated by AWS, located in various facilities. However, we have implemented a
limited disaster recovery program which does not allow us to serve network traffic from back-up data center services. An
unexpected disruption of services provided by these data centers could hamper our ability to handle existing or increased
traffic, result in the loss of data or cause our platform to become unavailable, which may harm our reputation and business.
We must effectively operate with mobile operating systems, web browsers, online application stores, networks, regulations and
standards, which we do not control. Changes in our products or to those mobile operating systems, web browsers, networks,
regulations or standards may harm user retention, growth and engagement.
Because our platform is used on mobile devices and through web browsers, our application must remain interoperable
with popular mobile operating systems and browsers, including Android, Chrome, iOS and Safari. We have no control over
these operating systems and browsers. Any changes to these operating systems, browsers or the online stores distributing
our application that impact the accessibility, speed or functionality of our service or give preferential treatment to
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Part I
competitive products, could harm usage of our platform. Some of our competitors that control the operating systems,
browsers and online stores that our application runs on, or is distributed through, could make interoperability of our
service with those systems, browsers and stores more difficult. In addition, new products we introduce may take longer to
function with these systems and browsers.
If we are unable to deliver consistent, high-quality user experiences across different devices with different operating
systems, user growth, retention or engagement may decline, which could harm our business, revenue and financial results.
The adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws
governing internet neutrality, could decrease the demand for our products and services and increase our cost of doing
business. Regulatory changes could limit users’ ability to access our service or make our platform a less attractive
alternative to our competitors’ platforms and cause our user growth, retention or engagement to decline, which could
harm our business, revenue and financial results.
If it becomes more difficult for users to access and use our service on their browsers or mobile devices, if users choose not
to access or use our platform on their mobile devices, or if users choose to use mobile products that limit access to our
platform, user growth, retention and engagement may decline, which could harm our business, revenue and financial
results.
We rely on software, technologies and related services from other parties, and problems in their use, access or performance could
increase our costs and harm our business, revenue and financial results.
We rely on software, technologies and related services from third parties to operate critical functions of our business.
Third-party technologies or services that we utilize may become unavailable due to a variety of reasons, including outages,
interruptions or failure to perform under our agreement. Unexpected delays in their availability or function can, in turn,
affect the use or availability of our platform. Further, third-party software and service providers may no longer provide
such software and services on commercially reasonable terms or may fail to properly maintain or update their software. In
such instances, we may be required to seek licenses to software or services from other parties or to redesign our products
to function with new software or services. This could result in delays in the release of new products until equivalent
technology can be identified, licensed or developed, and integrated into our platform and services. Furthermore, we might
be forced to limit the features available in our current or future products. These occurrences, delays and limitations, if they
occur, could harm our business, revenue and financial results.
Technologies have been developed that can block the display of our ads, which could harm our business, revenue and
financial results.
Technologies have been developed, and will likely continue to be developed, that can block the display of our ads. We
generate substantially all of our revenue from advertising, and ad blocking technologies may prevent the display of certain
of our ads, which could harm our business, revenue and financial results. Existing ad blocking technologies that have not
been effective on our platform may become effective as we make certain product changes, and new ad blocking
technologies may be developed. More users may choose to use products that block or obscure the display of our ads if we
are unable to successfully balance the amount of organic content and paid advertisements, or if users’ attitudes toward
advertisements become more negative. Further, regardless of their effectiveness, ad blockers may generate concern
regarding the health of the digital advertising industry, which could reduce the value of digital advertising and harm our
business, revenue and financial results.
Risks relating to legal and regulatory matters
We may be liable as a result of content or information that is published or made available on our platform.
We are subject to many U.S. federal and state and foreign laws and regulations that involve matters central to our
business, including laws and regulations that involve data privacy and protection, intellectual property (including copyright
and patent laws), content regulation, rights of publicity, advertising, marketing, health and safety, competition, protection
of minors, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade
prohibitions or sanctions or securities law compliance. We may be sued or face regulatory action for claims relating to
content or information that is published or made available on our platform. Our systems, tools and personnel that help us
to proactively detect potentially policy-violating or otherwise inappropriate content cannot identify all such content on
our service, and in many cases this content will appear on our platform. This risk may increase as we develop and increase
the use of certain products or product features, such as video and live streaming content, for which identifying such
content is challenging. Additionally, some controversial content may not be banned on our platform and, even if it is not
featured in advertisements or recommendations to users, may still appear in search results or be saved on boards. This risk
is enhanced in certain jurisdictions outside of the United States where our protection from liability for content published
on our platform by third parties may be unclear and where we may be less protected under local laws than we are in the
United States. Further, if policy-violating content is found on our platform, we may be in violation of the terms of certain of
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Part I
our key agreements, which may result in termination of the agreement and, in some cases, payment of damages. We could
incur significant costs in investigating and defending such claims and, if we are found liable, damages. If any of these events
occur, our business, revenue and financial results could be harmed.
We rely on a variety of statutory and common-law frameworks and defenses relevant to the content available on our
platform, including but not limited to, the Digital Millennium Copyright Act ("DMCA"), the Communications Decency Act
("CDA") and the fair-use doctrine in the United States, and the Electronic Commerce Directive in the European Union.
These frameworks and defenses may limit but do not necessarily eliminate, our potential liability for caching, hosting,
listing or linking to third-party content that may include materials that infringe copyrights. Each of these statutes and
doctrines is subject to uncertain or evolving judicial interpretation and regulatory and legislative amendments, and we
cannot guarantee that such frameworks and defenses will be available for our protection.
Regulators in the United States and in other countries may introduce new regulatory regimes that increase potential
liability for content available on our platform. For example, the EU Directive on Copyright in the Digital Single Market (EU
Copyright Directive) has been implemented in several EU member states and expands the liability scheme for online
sharing-content platforms and imposes additional requirements for the content uploaded by their users to protect
copyright owners against unlicensed use of their work. There are also a number of new laws and legislative proposals in the
United States, at both the federal and state level, and in the European Union, U.K. and other countries, aimed at limiting the
scope of protections available to online services and/or that further impose new obligations in areas affecting our business,
such as liability for copyright infringement, content moderation, distributing targeted and other advertisements to minors,
and other forms of unlawful content and/or online harm. For example, the EU Digital Services Act (“DSA”), imposes new
content moderation obligations, notice obligations, advertising restrictions and other requirements on digital platforms
which will create additional burden on operations, product, engineering and business teams as well as compliance costs.
These legislative and/or regulatory requirements may increase our costs of operations, our liability for content posted by
users on our platform, and/or our litigation costs. If these or other additional statutory or regulatory changes reduce
liability protections for content published on our platform, we may be required to make significant changes to our business
model, including increasing our content moderation operations and building in additional product features or tools that
may not be favorable to our business, add payment obligations or compliance costs.
We could also face fines or orders restricting or blocking our service in particular countries as a result of content on our
platform. For example, certain countries have implemented regulations that authorize fines or provide for throttling or
blocking services for failures to comply with certain content removal and disclosure obligations, and other countries may
enact similar legislation, which would impose penalties for failure to remove certain content. There can be no assurance
that the tools we use for certain removal obligations or any new custom tools we develop will be sufficient to maintain
compliance with the new regulations.
Any new legislation or changes to existing legislation may be difficult to comply with in a timely and comprehensive fashion
and may expose our business, users, or employees to increased fees and costs. These costs could be prohibitively
expensive for a company of our size, which could prevent us from launching a product or require us to restrict access to a
product in a particular market. This could disadvantage us relative to our competitors with more resources. If the rules,
doctrines or currently available defenses change, if international jurisdictions refuse to apply similar protections that are
currently available in the United States or the European Union or if a court were to disagree with our application of those
rules to our platform, we could be required to expend significant resources to try to comply with the new rules or incur
liability and our business, revenue and financial results could be harmed
Action by governments to restrict access to our product or certain of our products in their countries could harm our business,
revenue and financial results.
Governmental authorities outside the United States have restricted, and may in the future seek to restrict access to our
platform if they consider us to be in violation of their laws or for other reasons. For example, access to our service has been
or is currently restricted in whole or in part in countries such as China, India and Kazakhstan. Other governments may seek
to restrict access to or block our platform, prohibit or block the hosting of certain content available through our platform,
or impose other restrictions that may affect the accessibility or usability of our platform in that country for a period of time
or even indefinitely. We may also decide to stop offering our platform in a country as a result of these types of restrictions.
For example, some countries have enacted laws that allow websites to be blocked for hosting certain types of content or
may require websites to remove certain restricted content, to appoint local representatives in the country, or to store user
data within that country. It can be challenging or impractical to manage the requirements of multiple jurisdictions
governing the type and nature of the content available on our platform. If prohibitions or restrictions are imposed on our
platform, or if our competitors are able to successfully penetrate new geographic markets or capture a greater share of
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Part I
existing geographic markets that we cannot access or where we face other restrictions, our user growth, retention and
engagement may be adversely affected, and our business, revenue and financial results could be harmed.
We could become involved in legal disputes that are expensive to support, and if resolved adversely, could harm our business,
revenue and financial results.
We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, including class
action lawsuits, claims, investigations and government inquiries arising in the ordinary course of our business, including
intellectual property, data privacy and data protection, privacy and other torts, illegal or objectionable content, consumer
protection, securities, stockholder derivative claims, employment, governance, workplace culture, contractual rights, civil
rights infringement, false or misleading advertising, or other legal claims relating to content or information that is provided
to us or published or made available on our platform. Any proceedings, claims or inquiries involving us, whether successful
or not, may be time consuming, result in costly litigation, unfavorable outcomes, high indemnification expenses, increased
costs of business, may require us to change our business practices or products, require significant amount of
management’s time, may harm our reputation or otherwise harm our business and future financial results.
We are currently involved in and have been subject to actual and threatened litigation with respect to third-party patents,
trademarks, copyrights and other intellectual property, and may continue to be subject to intellectual property litigation
and threats thereof. Companies in the internet, technology and media industries own large numbers of patents, copyrights,
trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations
of intellectual property rights. As we face increasing competition, grow our business and products, and become
increasingly high profile, the possibility of receiving a larger number of intellectual property claims against us grows. In
addition, various “non-practicing entities” that own patents and other intellectual property rights have asserted, and may
in the future attempt to assert, intellectual property claims against us to extract value through licensing or
other settlements.
From time to time, we receive letters from patent holders alleging that some of our products infringe their patent rights
and from trademark holders alleging infringement of their trademark rights. We also receive letters from holders of
copyrighted content alleging infringement of their intellectual property rights, including DMCA take-down requests. Our
technologies and content, including the content that users pin to our service, may not be able to withstand such third-party
claims.
With respect to any intellectual property claims, we may have to seek a license to continue using technologies or engaging
in practices found to be in violation of a third-party’s rights, which may not be available on reasonable terms and may
significantly increase our operating expenses. A license to continue such technologies or practices may not be available to
us at all and we may be required to discontinue use of such technologies or practices or to develop alternative non-
infringing technologies or practices. The development of alternative non-infringing technologies or practices could require
significant effort and expense or may not be achievable at all. Our business, revenue and financial results could be harmed
as a result.
If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and
our business, revenue and financial results could be harmed.
We rely, and expect to continue to rely, on a combination of confidentiality, invention assignment and license agreements
with our employees, consultants and other third parties with whom we have relationships, as well as trademark, copyright,
patent and trade secret protection laws, to protect our proprietary rights. We have filed various applications for certain
aspects of our intellectual property in the United States and other countries, and we currently hold issued patents in
multiple jurisdictions. Further, there can be no assurance that each of our patent applications will result in the issuance of a
patent. In addition, any resulting issued patents may have claims narrower than those in our patent applications. There can
be no assurance that each of our trademark applications will result in the issuance of a trademark or that each resulting
trademark registration will be able to be maintained. In the future we may acquire additional patents or patent portfolios,
license patents from third parties or agree to license the use of our patents to third parties, which could require significant
cash expenditures. Additionally, our current and future patents, trademarks and other intellectual property or other
proprietary rights may be contested, circumvented or found unenforceable or invalid.
Third parties may knowingly or unknowingly infringe or challenge our proprietary rights. Effective intellectual property
protection may not be available in every country in which we operate or intend to operate our business. We may not be
able to prevent infringement without incurring substantial time and expense, if at all. There can be no assurance that
others will not offer technologies, products, services, features or concepts that are substantially similar to ours and
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Part I
compete with our business. Similarly, particularly as we expand the scope of our business and the countries in which we
operate, we may not be able to prevent third parties from infringing, or challenging our use of, our intellectual property
rights, including those used to build and distinguish the “Pinterest” brand. If the protection of our proprietary rights is
inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible
assets may be diminished and competitors may be able to more effectively mimic our technologies, products, services or
features or methods of operations. Any of these events could harm our business, revenue and financial results.
Our use of “open source” software could subject us to possible litigation or could prevent us from offering products that include
open source software or require us to obtain licenses on unfavorable terms.
A portion of the technologies we use incorporates “open source” software, and we may incorporate open source software
in the future. Open source licenses may subject us to certain unfavorable conditions, including requirements that we offer
our products that incorporate the open source software for no cost, that we make publicly available the source code for
any modifications or derivative works we create based upon, incorporating or using the open source software, or that we
license such modifications or derivative works under the terms of the particular open source license.
We also license to others some of our software through open source projects which requires us to make the source code
publicly available, and therefore can affect our ability to protect our intellectual property rights with respect to that
software. If an author or other third-party that distributes open source software that we use or license were to allege that
we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses
defending against such allegations and could be subject to significant damages, enjoined from offering our products that
contained the open source software, required to release proprietary source code, required to obtain licenses from third
parties or otherwise required to comply with the unfavorable conditions unless and until we can re-engineer the product
so that it complies with the open source license or does not incorporate the open source software. Any of the foregoing
could disrupt our ability to offer our products and harm our business, revenue and financial results.
The interpretation and application of U.S. tax legislations or other changes in U.S. or non-U.S. taxation of our operations could
harm our business, revenue and financial results.
Tax reform has been a priority for governments worldwide and numerous proposals have been proposed or enacted. For
example, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) changed how the United States imposes income tax on
multinational corporations in a number of ways. The issuance of additional regulatory or accounting guidance may affect
our analysis of the impact of the law on us and may harm our operating results and financial condition. Furthermore, the
Tax Act eliminated the option to deduct research and development expenditures in the current period and requires
taxpayers to capitalize and amortize these expenses. Although Congress may consider legislation that would defer the
capitalization and amortization requirement, there is no assurance that the provision will be repealed or otherwise
modified. If the requirement is not repealed or modified, our net operating loss utilization will be accelerated. Additionally,
further regulatory or legislative developments may also arise from the recently enacted Inflation Reduction Act, which
introduced new provisions, including a 15% corporate alternative minimum tax for certain large corporations and an excise
tax on stock repurchases. These provisions will be effective for the tax year after December 31, 2022 and may materially
affect our financial position and results of operations.
Additionally, in October 2020, the Organisation for Economic Co-operation and Development Inclusive Framework, as
part of its Base Erosion and Profit Shifting Action Plan, released proposals that provide a long-term, multilateral
framework on taxation of the digital economy. Recently, the Inclusive Framework jurisdictions announced they reached
agreement on the proposals endorsed by the Group of Twenty inter-governmental political forum, including a global
minimum tax to be implemented in 2023. Some jurisdictions have already enacted a tax on technology companies that
generate revenues from the provision of digital services, including the United Kingdom, France, Spain and Italy, to capture
tax revenue more immediately. Although we do not know the exact impact, this legislation has and may continue to result
in additional tax exposure.
Further changes to the U.S. or non-U.S. taxation of our operations may increase our worldwide effective tax rate, result in
additional taxes or other costs or have other material consequences, which could harm our business, revenue and
financial results.
Risks relating to our financial statements and performance
We have a limited operating history with the current scale of our business, and, as a result, our past results may not be indicative
of future operating performance.
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Part I
We have a limited operating history with the current scale of our business, which makes it difficult to forecast our future
results. You should not rely on our past results of operations as indicators of future performance. You should consider and
evaluate our prospects in light of the risks and uncertainties frequently encountered by companies like ours.
We have incurred operating losses in the past, may increase our costs and operating expenses, may incur operating losses in the
future and may not maintain profitability.
We have incurred significant net losses in the past and generated net income only recently. We generated net losses of
$96.0 million and $128.3 million for the years ended December 31, 2022 and 2020, respectively and net income of $316.4
million for the year ended December 31, 2021. As of December 31, 2022, we had an accumulated deficit of $2,114.7
million. We have achieved profitability only recently and may not realize sufficient revenue to maintain profitability in
future periods.
We incur high operating expenses and may increase our operating expenses in the future as we continue to evolve or
expand our business and operations. These efforts may prove more expensive than we currently anticipate, and we may
not succeed in increasing our revenue sufficiently to offset these higher expenses. We may encounter unforeseen
expenses, operating delays or other unknown factors that may result in losses in future periods. We have significant
unrecognized share-based compensation expense, which we expect to recognize over the next several years. In addition,
we have entered into certain non-cancelable commitments that limit our ability to reduce our cost and expenses in the
future. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Notes to Financial Statements." Any failure to increase our revenue as we implement initiatives to grow
our business could prevent us from achieving or maintaining profitability on either a quarterly or annual basis.
Our operating results are likely to fluctuate from quarter to quarter, which makes them difficult to predict.
Our quarterly operating results are tied to certain key business metrics that have fluctuated in the past and are likely to
fluctuate in the future, which makes them difficult to predict. Our operating results depend on numerous factors, many of
which are outside of our control, including:
• our ability to generate revenue from our platform;
• our ability to improve or maintain gross margins;
• the number and relevancy of advertisements shown to users;
• the relevancy of content shown to users;
• the manner in which users engage with different products, where certain products may cause us to generate less
revenue
• downward pressure on the pricing of our advertisements;
• the timing, cost of and mix of new and existing marketing and promotional efforts as we grow and expand our
operations to remain competitive;
• fluctuations (seasonal or otherwise) in spending by our advertisers and platform usage and engagement by users, each
of which may change as our product offerings and business evolves;
• seasonal fluctuations in engagement on our platform, specifically we have historically experienced lower engagement in
our second quarter;
• fluctuations in spending by our advertisers and platform usage and engagement by users due to macroeconomic
conditions, such as the COVID-19 pandemic, current inflationary environment and Russia’s invasion of Ukraine;
• seasonal fluctuations in internet usage generally;
• the success of technologies designed to block the display of ads;
• development and introduction of new product offerings by us or our competitors;
• existing, new and evolving regulations, both in the U.S. and internationally;
• the ability of our third-party providers to scale effectively and provide the necessary technical infrastructure for our
service on a timely basis;
• system failures, disruptions, breaches of security or data privacy or internet downtime, whether on our service or on
those of third parties;
• the inaccessibility of our service due to third-party actions;
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Part I
• changes in measurement of our metrics;
• costs associated with the technical infrastructure used to operate our business, including hosting services;
• fluctuations in the amount of share-based compensation expense;
• fluctuations, caused by stock price volatility, in the amount we spend to fund tax withholding and remittance obligations
related to the vesting and settlement of RSUs as we transitioned to net settle such RSUs; and
• our ability to anticipate and adapt to the changing internet business or macroeconomic conditions; and the other risks
and uncertainties described in this Annual Report on Form 10-K.
User metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those
metrics could harm our business, revenue and financial results.
We regularly review metrics, including the number of our active users and other measures to evaluate growth trends,
measure our performance and make strategic decisions. These metrics are calculated using internal company data and
have not been validated by an independent third-party. While these numbers are based on what we currently believe to be
reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring how our
products are used across large populations globally. Our metrics calculations may be inaccurate, and we may not be able to
identify those inaccuracies. In the past, we have relied on other metrics that measure different activities, such as saving a
Pin, clicking, searching and other activities, as indicators of user growth and engagement. We have in the past
implemented, and may from time to time in the future implement, new methodologies for calculating these metrics which
may result in the metrics from prior periods changing, decreasing or not being comparable to prior periods. For example, in
the first quarter of 2022, we updated the presentation of our key metrics by presenting U.S. and Canada, Europe and Rest
of World separately. For comparability, we are providing revenue, MAUs and ARPU data from the first quarter of 2020 to
the fourth quarter of 2021 on the same basis. Our metrics may also differ from estimates published by third parties or from
similarly titled metrics of our competitors due to differences in methodology or data used.
Our MAU metrics may also be impacted by our information quality efforts, which are our overall efforts to reduce
malicious activity on our platform, including false, spam and malicious automation accounts in existence on our platform.
We make efforts to regularly deactivate false, spam and malicious automation accounts that violate our terms of service,
and exclude these users from the calculation of our MAU metrics; however, we will not succeed in identifying and
removing all false, spam and malicious accounts from our platform. We are continually seeking to improve our ability to
estimate the total number of false, spam or malicious accounts and we intend to continue to make such improvements, but
there is no guarantee as to the accuracy of these estimates. In addition, users are not prohibited from having more than
one account on our platform, and we treat multiple accounts held by a single person as multiple users for purposes of
calculating our active users.
In addition, some of our user demographic data may be incomplete or inaccurate. For example, because users self-report
their date of birth, our age-demographic data may differ from users’ actual ages, or be unavailable. We receive age-
demographic data for a portion of those users from other third-party accounts that users chose to authenticate with on
our platform, such as Facebook and Google, but there can be no assurance that those platforms will continue to give us
permission to access that data or that the data we receive from those third parties is accurate. In addition, our data
regarding the geographic location of users and revenue by user geography is estimated based on a number of factors,
which may not always accurately reflect the actual location and may be different depending on the metric we are
calculating. If our metrics provide us with incorrect or incomplete information about users and their behavior, we may
make inaccurate conclusions about our business.
If we are unable to obtain additional financing, if needed, or if we default on our credit obligations, our operations may be
interrupted and our business, revenue and financial results could be harmed.
We may require additional financing to maintain and grow our business. Our ability to obtain financing will depend on,
among other things, our development efforts, business plans, operating performance, investor demand and the condition
of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us
on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or
debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and
our existing stockholders may experience dilution. If our access to capital is restricted or our borrowing costs increase as a
result of developments in financial markets, our operations and financial condition could be adversely impacted.
Our revolving credit facility provides our lenders with a first-priority lien against substantially all of our domestic assets, as
well as certain domestic intellectual property, and contains financial covenants and other restrictions on our actions that
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Part I
may limit our operational flexibility or otherwise adversely affect our results of operations. It contains a number of
covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay
dividends, make redemptions and repurchases of stock, make investments, loans and acquisitions, incur liens, engage in
transactions with affiliates, merge or consolidate with other companies, sell material businesses or assets, or license or
transfer certain of our intellectual property. In addition, we are also required to maintain a minimum consolidated
leverage. Complying with these covenants may make it more difficult for us to successfully execute our business strategy
and compete against companies who are not subject to such restrictions.
If we fail to comply with the covenants under the revolving credit facility, lenders would have a right to, among other
things, terminate the commitments to provide additional loans under the facility, enforce any liens on collateral securing
the obligations under the facility, declare all outstanding loans and accrued interest and fees to be due and payable and
require us to post cash collateral to be held as security for any reimbursement obligations in respect of any outstanding
letters of credit issued under the facility. If any remedies under the facility were exercised, we may not have sufficient cash
or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could
immediately materially and adversely affect our business, cash flows, operations and financial condition. Even if we were
able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
Additionally, our revolving credit facility utilizes SOFR or various alternative methods set forth in our revolving credit
facility to calculate the amount of accrued interest on any borrowings. If a published U.S. dollar SOFR is unavailable, the
interest rates on our debt indexed to SOFR will be determined using one of the alternative methods, any of which could, if
the revolver is drawn, result in interest obligations that are more than the current form, which could have a material
adverse effect on our financing costs.
We may have greater than anticipated tax liabilities, which could harm our business, revenue and financial results.
We operate in a number of tax jurisdictions globally, including in the United States at the federal, state and local levels, and
in many other countries, and plan to continue to expand the scale of our operations in the future. Thus, we are subject to
review and potential audit by a number of U.S. federal, state, local and non-U.S. tax authorities. Significant judgment is
required in determining our worldwide provision for income taxes and other tax liabilities. Further, tax authorities may
disagree with tax positions we take and challenge our tax positions. Successful unilateral or multi-jurisdictional actions by
various tax authorities, including in the context of our current or future corporate operating structure and third-party and
intercompany arrangements (including transfer pricing and the manner in which we develop, value and use our intellectual
property), may increase our worldwide effective tax rate, result in additional taxes or other costs or have other material
consequences, which could harm our business and financial results. In December 2019, we completed an intra-entity asset
transfer of certain of our intellectual property rights to our Irish subsidiary, which resulted in an increase in foreign
deferred tax assets. We cannot be certain that this transfer will not lead to any unanticipated tax consequences which
could harm our financial results.
Although we do not currently incur significant tax costs due to our history of operating losses, our tax liabilities may
increase if our profitability increases in the future. In addition, our effective tax rate may change from year to year based
on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws and the applicable
tax rates in these jurisdictions (including future tax laws that may become material), tax treaties between countries, our
eligibility for benefits under those tax treaties and the valuation of deferred tax assets and liabilities. Such changes could
result in an increase in the effective tax rate applicable to all or a portion of our income, which would negatively affect our
financial results.
Our ability to use or benefit from our net operating loss carryforwards and certain other tax attributes may be limited.
As of December 31, 2022, we had federal, California and other state net operating loss carryforwards of $3,636.5 million,
$551.8 million and $1,501.5 million, respectively. Our federal carryforwards do not expire. If not utilized, our California
and other state carryforwards will begin to expire in 2028 and 2026, respectively. Utilization of our net operating loss
carryforwards and other tax attributes, such as research and development tax credits, may be subject to annual limitations,
or could be subject to other limitations on utilization or benefit due to the ownership change limitations provided by
Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and other similar provisions.
Further, the Tax Act changed the federal rules governing net operating loss carryforwards. For net operating loss
carryforwards arising in tax years beginning after December 31, 2017, the Tax Act limits a taxpayer’s ability to utilize such
carryforwards to 80% of taxable income. In addition, net operating loss carryforwards arising in tax years ending after
December 31, 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating loss
carryforwards generated before January 1, 2018 will not be subject to the Tax Act’s taxable income limitation and will
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Part I
continue to have a twenty-year carryforward period. Nevertheless, our net operating loss carryforwards and other tax
assets could expire before utilization and could be subject to limitations, which could harm our business and financial
results.
Adverse global economic and financial conditions could harm our business and financial condition.
Adverse global economic and financial events, such as the COVID-19 pandemic, Russia’s invasion of Ukraine, inflation,
fluctuation in foreign exchange rate, supply chain issues, and inventory and labor shortages, have caused, and could in the
future, continue to cause disruptions and volatility in global financial markets. Such conditions have resulted in or may
result in, among other things, an adverse impact on the ability and willingness of companies to spend on advertising,
volatility in our stock price, and an adverse impact on the financial condition of the institutions with whom we hold
deposits or the credit quality of the issuers of our cash equivalents and marketable securities. In addition, since the
majority of our revenue is derived from advertisers within the U.S., economic conditions in the U.S. have a greater impact
on us. We may not perform well in adverse macroeconomic conditions and they could negatively impact our business and
financial condition.
Our financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting
Standards Board, the American Institute of Certified Public Accountants, the SEC and various bodies formed to
promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could harm our
revenue and financial results and could affect the reporting of transactions completed before the announcement of a
change.
We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder
value.
Although our board of directors has authorized a stock repurchase program, the program does not require us to
repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. We cannot
guarantee that the program will be fully consummated or that it will enhance long-term stockholder value. The program
could also affect the trading price of our stock and increase volatility, and any announcement of a termination or change of
this program may result in a decrease in the trading price of our stock. In addition, any purchases made under this program
would diminish our cash reserves.
Risks related to ownership of our Class A common stock
The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our
capital stock prior to the completion of our initial public offering ("IPO"), including our co-founders, executive officers, employees
and directors, their affiliates, and all of our other pre-IPO stockholders (including those unaffiliated with any of our co-founders,
executive officers, employees or directors). This will limit or preclude your ability to influence corporate matters.
Our Class B common stock has twenty votes per share, and our Class A common stock has one vote per share. Because of
the 20-to-1 voting ratio between our Class B and Class A common stock, the holders of our outstanding Class B hold
approximately 75.0% of the voting power of our outstanding capital stock as of December 31, 2022. Because the holders
of our Class B common stock hold in the aggregate significantly more than a majority of the combined voting power of our
capital stock, such holders (which include our pre-IPO stockholders who have not converted their Class B common stock to
Class A common stock, including those holders unaffiliated with any of our executive officers, employees or directors)
control all matters submitted to our stockholders for approval. The holders of Class B common stock will no longer hold in
the aggregate over 50% of the voting power of our outstanding capital stock once the Class B common stock represents in
the aggregate less than approximately 4.76% of our outstanding capital stock.
As a result, for the foreseeable future, holders of our Class B common stock could have significant influence over the
management and affairs of our company and over the outcome of all matters submitted to our stockholders for approval,
including the election of directors and significant corporate transactions, such as a merger, consolidation or sale of
substantially all of our assets, even though their stock holdings were to represent in the aggregate less than 50% of the
outstanding shares of our capital stock. In addition, this may prevent or discourage unsolicited acquisition proposals or
offers for our capital stock that you may feel are in your best interest as one of our stockholders. These holders of our
Class B common stock may have interests that differ from yours and may vote in a way with which you disagree and which
may be adverse to your interests. This control may adversely affect the trading price of our Class A common stock. Despite
35
Part I
no longer being employed by us, Paul Sciarra, one of our co-founders, remains able to exercise significant voting power. If
we terminate our other co-founders’ relationship, they would also continue to have the ability to exercise significant voting
power to the extent they were to retain their Class B common stock while our other existing holders disposed of their
Class B common stock.
Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock,
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. 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 our IPO, 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 our IPO, and (ii) a date that is between 90 to 540 days, as determined by the board of directors, after the
death or permanent incapacity of Mr. Silbermann. Conversions of Class B common stock to Class A common stock have
already had and will continue to have the effect, over time, of increasing the relative voting power of those holders of Class
B common stock who retain their shares in the long term.
Our dual class structure may depress the trading price of our Class A common stock.
We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A
common stock or in adverse publicity or other adverse consequences. For example, certain index providers have
restrictions on including companies with multiple-class share structures in certain of their indexes. In addition, several
stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual
class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our
corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting
proposals or otherwise seek to cause us to change our capital structure. Any such exclusion from indices or any actions or
publications by stockholder advisory firms critical of our corporate governance practices or capital structure could
adversely affect the value and trading market of our Class A common stock.
An active trading market for our Class A common stock may not be sustained.
Our Class A common is listed on the NYSE under the symbol “PINS.” However, we cannot assure you that an active trading
market for our Class A common stock will be sustained. Accordingly, we cannot assure you of the likelihood that an active
trading market for our Class A common stock will be maintained, the liquidity of any trading market, your ability to sell
your shares of our Class A common stock when desired or the prices that you may obtain for your shares.
The trading price of our Class A common stock has been and may continue to be volatile, and you could lose all or part of
your investment.
The trading price of our Class A common stock has been, and is likely to continue to be volatile and could be subject to
fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to
lose all or part of your investment in our Class A common stock since you might be unable to sell your shares at or above
the price you paid. Factors that could cause fluctuations in the trading price of our Class A common stock include
the following:
• price and volume fluctuations in the overall stock market from time to time;
• volatility in the trading prices and trading volumes of technology stocks;
• changes in operating performance and stock market valuations of other technology companies generally, or those in our
industry in particular;
• sales, or anticipated sales, of shares of our Class A common stock by us or our stockholders, including when
stockholders sell shares of our Class A common stock into the market to cover taxes due upon the settlement of
restricted stock units ("RSUs") or the exercise of stock options, or conversions, or anticipated conversions, of a
substantial number of shares of our Class B common stock by our stockholders;
• actions and investment positions taken by institutional and other stockholders, including activist investors;
• failure by industry or securities analysts to maintain coverage of us, downgrade of our Class A common stock by
analysts or provision of a more favorable recommendation of our competitors;
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Part I
• failure by analysts to regularly publish research reports or the publication of an unfavorable or inaccurate report about
our business;
• changes by external analysts to their financial and operating estimates for our company or our performance relative to
third parties' estimates or the expectations;
• forward-looking financial or operating information or financial projections we may provide to the public, any changes in
that information or projections or our failure to meet projections;
• any indebtedness we may incur in the future;
• whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and
the significant voting control of holders of our Class B common stock;
• announcements by us or our competitors of new products, features, services, technical innovations, acquisitions,
strategic partnerships, joint ventures or capital commitments;
• announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or level
of engagement, or those of our competitors;
• the public’s perception of the quality and accuracy of our key metrics on our user base and engagement;
• the public’s reaction to our press releases, other public announcements and filings with the SEC;
• rumors and market speculation involving us or other companies in our industry;
• actual or anticipated fluctuations in our user growth, retention, engagement, revenue or other operating results;
• actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
• litigation involving us, our industry, or both, or investigations by regulators and other third parties into our operations or
those of our competitors;
• developments or disputes concerning our intellectual property or other proprietary rights;
• developments or disputes concerning our culture or other diversity, equity and inclusion practices and initiatives;
• announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;
• existing, new and evolving regulations, both in the U.S. and internationally;
• changes in accounting standards, policies, guidelines, interpretations or principles;
• any significant changes in our management;
• stakeholder dissatisfaction if we are unable to meet stakeholders' expectations and requirements or our publicly
announced goals around environmentally friendly, ethical, socially conscious, and sustainable business practices
or disclosures;
• adoption and trading under a stock repurchase program;
• if we are unable to address any workplace culture related issues (including to meet the goals we set in our Inclusion and
Diversity Report that we publish periodically);
• macroeconomic events that are beyond our control, such as the global outbreak of the COVID-19 pandemic; and
• general economic conditions and slow or negative growth of our markets.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to
affect the market prices of equity securities of many technology companies. Stock prices of many technology companies,
including ours, have fluctuated in a manner that may be unrelated or disproportionate to the financial performance of such
companies. Following periods of volatility in the overall market and the market price of a particular company’s securities,
securities class action and derivative litigation has often been instituted against these companies, including against us.
Such litigation could result in substantial costs and a diversion of our management’s attention and resources. Further,
when our revenue, users or operating results fall below the expectations of investors or securities analysts or below any
guidance we may provide to the market, the price of our Class A common stock has declined and could likely decline in
the future.
Future offerings of debt or equity securities by us or existing stockholders may adversely affect the market price of our Class A
common stock.
37
Part I
In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional capital
stock or offering debt or other securities, including commercial paper, medium-term notes, senior or subordinated notes,
debt securities convertible into equity or shares of preferred stock. Future acquisitions could also require substantial
additional capital in excess of cash from operations.
Issuing additional shares of capital stock or other securities, including securities convertible into equity, may dilute the
economic and voting rights of our existing stockholders, reduce the market price of our Class A common stock or both.
Upon liquidation, holders of debt securities and preferred shares, if issued, and lenders with respect to other borrowings
would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible
into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the
number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to
liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to
the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions
and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. In
addition, the large number of shares of our common stock eligible for public sale or subject to rights requiring us to register
them for public sale could depress the market price of our Class A common stock. The market price of our Class A common
stock could decline as a result of sales of a large number of shares of our Class A common stock in the market, and the
perception that these sales could occur may also depress the market price of our Class A common stock. As a result,
holders of our Class A common stock bear the risk that our future offerings or future sales of shares may reduce the
market price of our Class A common stock and dilute their stockholdings in our company.
Additional stock issuances, including in connection with settlement of equity awards, could result in significant dilution to
our stockholders.
Future issuances of shares of our Class A common stock or the conversion of a substantial number of shares of our Class B
common stock to Class A common stock, or the perception that these sales or conversions may occur, could depress the
market price of our Class A common stock and result in significant dilution for holders of our Class A common stock. We
currently have Class B common stock that may be issued upon exercise of outstanding stock options or upon settlement of
outstanding restricted stock units, shares of Class A common stock that may be issued upon settlement of outstanding
RSUs or outstanding restricted stock awards ("RSAs"). For more information, see “Notes to Financial Statements”. We
have 5,882,494,249 shares of authorized but unissued Class A common stock that are currently not reserved for issuance
under our equity incentive plans or charitable giving program. We may issue all of these shares of Class A common stock
without any action or approval by our stockholders, subject to certain exceptions. We also intend to continue to evaluate
acquisition opportunities and may issue Class A common stock or other securities in connection with these acquisitions.
Any common stock issued in connection with our equity incentive plans, acquisitions, the exercise of outstanding stock
options, settlement of RSUs and RSAs or otherwise would dilute the percentage ownership held by our Class A
common stockholders.
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could
make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our Class A common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (the
“DGCL”) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination
with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a
change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of
incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more
difficult, including the following:
• our dual class common stock structure, which provides our holders of Class B common stock with the ability to
significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a
majority of the shares of our outstanding common stock;
• our board of directors is classified into three classes of directors with staggered three-year terms and directors are only
able to be removed from office for cause;
• certain amendments to our amended and restated certificate of incorporation will require the approval of 66⅔% of the
then-outstanding voting power of our capital stock;
• approval of 66⅔% of the then-outstanding voting power of our capital stock, voting as a single class, is required for
stockholders to amend or adopt any provision of our bylaws;
• our stockholders can take action only at a meeting of stockholders and not by written consent;
• vacancies on our board of directors can be filled only by our board of directors and not by stockholders;
38
Part I
• no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for
cumulative voting, which limits the ability of minority stockholders to elect director candidates;
• only our chairman of the board of directors, our chief executive officer, our president or another officer selected by a
majority of the board of directors are authorized to call a special meeting of stockholders;
• certain litigation against us can only be brought in Delaware;
• nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder
approval of the authorized but unissued shares of our Class A common stock;
• our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may
be established and shares of which may be issued, without the approval of the holders of our capital stock; and
• advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters
before an annual meeting of stockholders.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our
company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect
directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain
circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock,
and could also affect the price that some investors are willing to pay for our Class A common stock.
Our amended and restated certificate of incorporation designates a state or federal court located within the State of Delaware as
the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to
choose the judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an
alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other
employees to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL, or as to which the
DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any other action asserting a claim that
is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of
Chancery does not have jurisdiction, any state or federal district court in the state of Delaware), in all cases subject to the
court’s having jurisdiction over indispensable parties named as defendants. Nothing in our amended and restated
certificate of incorporation precludes stockholders that assert claims under the Securities Act or Exchange Act from
bringing such claims in federal court, subject to applicable law.
Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and
consented to this provision. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial
forum of its choosing. If a court were to find the exclusive forum provision in our amended and restated certificate of
incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the
dispute in other jurisdictions, which could harm our results of operations.
The requirements of being a public company have and may continue to strain our resources, divert management’s attention and
may result in more litigation.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the
Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable
securities rules and regulations. Complying with these rules and regulations has increased and will continue to increase our
legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand
on our systems and resources.
As a public company we are required to publicly disclose additional details about our business and financial condition
information, which may result in threatened or actual litigation, including by competitors, regulators and other third
parties. If those claims are successful, our business, revenue and financial results could be harmed. Even if the claims do not
result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our
management’s resources and harm our business, revenue and financial results.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid dividends on our capital stock. We currently intend to retain any future earnings, and we
do not expect to declare or pay any dividends in the foreseeable future. As a result, stockholders must rely on sales of their
Class A common stock after price appreciation as the only way to realize any future gains on their investment. In addition,
our revolving credit facility contains restrictions on our ability to pay dividends.
39
Part I
Item 1B. Unresolved staff comments
None.
Facilities
Item 2. Properties
Our corporate headquarters is located in San Francisco, California, where we occupy approximately 350,000 square feet
of leased office space, excluding leases we have ceased to use. As of December 31, 2022, we maintained offices in various
locations in the United States and internationally totaling approximately 681,000 square feet. We believe that our
facilities are sufficient for our existing needs.
Item 3. Legal proceedings
We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, claims,
investigations and government inquiries arising in the ordinary course of our business, including legal proceedings, claims,
investigations and government inquiries involving intellectual property, data privacy and data protection, privacy and
other torts, illegal or objectionable content, consumer protection, corporate governance, securities, employment,
workplace culture, contractual rights, civil rights infringement, false or misleading advertising, or other legal claims relating
to content or information that is provided to us or published or made available on our service. This risk is enhanced in
certain jurisdictions outside of the United States where our protection from liability for content published on our platform
by third parties may be unclear and where we may be less protected under local laws than we are in the United States.
For information on certain litigation we are involved in, see "Legal Matters" in Note 7 of the accompanying notes to our
consolidated financial statements, which is incorporated herein by reference.
Although the results of the actual and threatened legal proceedings, claims, investigations and government inquiries in
which we currently are involved cannot be predicted with certainty, we do not believe that there is a reasonable possibility
that the final outcome of these matters will have a material adverse effect on our business or financial results. Regardless
of the final outcome, however, litigation can have an adverse impact on us because of defense and settlement costs,
diversion of management resources, harm to our reputation and brand, and other factors.
Item 4 - Mine safety disclosures
Not applicable.
40
Part II
Item 5. Market for registrant's common
equity, related stockholder matters and
issuer purchases of equity securities
Market information for common stock
Our Class A common stock, par value $0.00001 per share, is listed on the New York Stock Exchange, under the symbol
“PINS” and began trading on April 18, 2019. Prior to that date, there was no public trading market for our Class A common
stock. There is no public trading market for our Class B common stock, par value $0.00001 per share.
Holders of record
As of January 31, 2023, there were 137 stockholders of record of our Class A common stock and 57 stockholders of record
of our Class B common stock. The actual number of holders of our Class A and Class B common stock is greater than the
number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name
by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose
shares may be held in trust by other entities.
Dividend policy
We have never declared or paid dividends on our capital stock and do not intend to pay any dividends in the foreseeable
future. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to
applicable laws, and will depend on then existing conditions, including our financial condition, operating results, capital
requirements, general business conditions and other factors that our board of directors may deem relevant. In addition,
the terms of our revolving credit facility place certain limitations on the amount of dividends we can pay, even if no
amounts are currently outstanding.
Unregistered sales of equity securities and use of proceeds
The following table shows information about our purchases of equity securities that are registered pursuant to Section 12
of the Securities Exchange Act of 1934 for the year ended December 31, 2022:
41
PeriodTotalnumber of shares purchased (1)Average price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under publicly announced plans or programsApril 1 - April 30, 2022 — $ — — $ — May 1 - May 31, 2022 17,941 22.91 — — June 1 - June 30, 2022 40,978 18.18 — — July 1 - July 31, 2022 — — — — August 1 - August 31, 2022 17,942 21.77 — — September 1 - September 30, 2022 (2) 121,970 24.76 — — October 1 - October 31, 2022 22,430 22.97 — — November 1 - November 30, 2022 17,941 24.38 — — December 1 - December 31, 2022 131,749 24.44 — — Total 370,951 $ 23.56 — $ — (1)We withheld shares from employees to satisfy tax withholding obligations on release of restricted stock awards. The value of the common stock was based on the closing price of our Class A common stock on the vesting date.(2)The average price paid per share was incorrectly disclosed as $23.30 in Form 10-Q for the quarterly period ended September 30, 2022.On February 2, 2023, our board of directors authorized a stock repurchase program of up to $500 million of our Class A common stock over the next 12 months. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our Class A common stock through open market purchases, in privately negotiated transactions or in other such manner as permitted by securities law and as determined by management at such time and in such amounts as management may decide. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time.Stock performance graphThis performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Pinterest, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.The following graph shows a comparison of the cumulative total return for our Class A common stock, the Standard & Poor's 500 Stock Index (S&P 500 Index) and the Dow Jones Internet Composite Index (DJINET Composite Index). An investment of $100 and reinvestment of all dividends is assumed to have been made in our Class A common stock and in each index on April 18, 2019, the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2022. The graph uses the closing market price on April 18, 2019 of $24.40 per share as the initial value of our common stock. The stock price performance of the following graph is not necessarily indicative of future stock price performance.Part II42 Part II
Item 6. [Reserved]
43
Part II
Item 7. Management's discussion and
analysis of financial condition and results
of operations
The following discussion and analysis of our financial condition and results of operations should be read together with our
consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on
Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
Our actual results could differ materially from these forward-looking statements as a result of many factors, including those
discussed in “Risk Factors” and “Note About Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2022 compared to
the year ended December 31, 2021 is presented below. A discussion regarding our financial condition and results of operations
for the year ended December 31, 2021 compared to the year ended December 31, 2020 is included under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended
December 31, 2021.
Overview of 2022 results
Our key financial and operating results as of and for the year ended December 31, 2022 are as follows:
• Revenue was $2,802.6 million, an increase of 9% compared to 2021.
• Monthly active users ("MAUs") were 450 million, an increase of 4% compared to December 31, 2021.
• Share-based compensation expense was $497.1 million, an increase of $81.7 million compared to 2021.
• Total costs and expenses were $2,904.3 million.
• Loss from operations was $101.7 million.
• Net loss was $96.0 million.
• Adjusted EBITDA was $441.9 million.
• Cash, cash equivalents and marketable securities were $2,698.2 million.
• Headcount was 3,987.
Beginning in the first quarter of 2022, we updated the presentation of our key metrics by presenting U.S. and Canada,
Europe and Rest of World separately. We believe our revised presentation provides additional details on the relative
maturity of these regions we previously included within International. Specifically, we wanted to provide additional
disclosure on Europe given the relative maturity of the region. As a result, we presented Canada with the U.S. given the
relative maturity of our business in Canada and the similarity of the U.S. and Canada advertising markets. For
comparability, we provided revenue, MAUs and ARPU data from the fourth quarter of 2020 to the fourth quarter of 2021
on the same basis.
Macroeconomic conditions, such as inflation, supply chain issues, changes in foreign currency exchange rates, competition
from other platforms and other risks and uncertainties have impacted, and all or some of these factors may continue to
impact, advertiser demand, user growth, user engagement, and our business, operations and financial results. See "Risk
Factors" and "Note About Forward-Looking Statements” for additional details.
44
Trends in user metricsMonthly Active Users. We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs does not include Shuffles users unless they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the current period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. MAUs are the primary metric by which we measure the scale of our active user base.Quarterly monthly active users(in millions)Global459478454444431433433445450Q4'20Q1'21Q2'21Q3'21Q4'21Q1'22Q2'22Q3'22Q4'220100200300400500Part II45 Note: U.S. and Canada, Europe and Rest of World may not sum to Global due to rounding. Europe includes Russia and Turkey for our reporting of Revenue, MAUs and ARPU by geographic region.A portion of our MAUs visit Pinterest on a weekly basis. We define a weekly active user (“WAU”) as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the seven-day period ending on the date of measurement. We actively monitor the relationship of WAUs to MAUs, which has stayed relatively consistent over time. As of December 31, 2022, the proportion of WAUs to MAUs was 61%.As of December 31, 2022, global MAUs increased compared to December 31, 2021 as the negative impacts on user growth from the COVID-19 pandemic unwind and the November 2021 changes in search engine algorithms have subsided.Trends in monetization metricsRevenue. We calculate revenue by user geography based on our estimate of the geographic location of our users when they perform a revenue-generating activity. The geography of our users affects our revenue and financial results because we currently only monetize certain countries and currencies and because we monetize different geographies at different average rates. Our revenue in U.S. and Canada and, to a lesser extent, Europe is higher primarily due to the relative size and maturity of the digital advertising markets in these geographies.Quarterly revenue(in millions)Global$706$485$613$633$847$575$666$685$877Q4'20Q1'21Q2'21Q3'21Q4'21Q1'22Q2'22Q3'22Q4'22$0$150$300$450$600$750$900Part II46 Note: Revenue by geography in the charts above is geographically apportioned based on our estimate of users' geographic location when they perform a revenue-generating activity. This allocation differs from our disclosure of revenue disaggregated by geography in the notes to our consolidated financial statements where revenue is geographically apportioned based on our customers’ billing addresses. U.S. and Canada, Europe and Rest of World may not sum to Global and quarterly amounts may not sum to annual due to rounding.Average Revenue per User (“ARPU”). We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur. We present ARPU on a U.S. and Canada, Europe and Rest of World basis because we currently monetize users in different geographies at different average rates. Our ARPU in U.S. and Canada and, to a lesser extent, Europe is higher primarily due to the relative size and maturity of the digital advertising markets in these geographies.Quarterly average revenue per userGlobal$1.57$1.04$1.32$1.41$1.93$1.33$1.54$1.56$1.96Q4'20Q1'21Q2'21Q3'21Q4'21Q1'22Q2'22Q3'22Q4'22$0.00$0.50$1.00$1.50$2.00$2.50Part II47 Part II
For the year ended December 31, 2022, global ARPU was $6.36, which represents an increase of 10% compared to the
year ended December 31, 2021. For the year ended December 31, 2022, U.S. and Canada ARPU was $24.38, an increase of
16%, Europe ARPU was $3.23, an increase of 7%, and Rest of World ARPU was $0.43, an increase of 49% compared to the
year ended December 31, 2021.
We use MAUs and ARPU to assess the growth and health of the overall business and believe that these metrics best reflect
our ability to attract, retain, engage and monetize our users, and thereby drive revenue.
48
Non-GAAP financial measureTo supplement our consolidated financial statements presented in accordance with GAAP, we consider Adjusted EBITDA, a financial measure which is not based on any standardized methodology prescribed by GAAP.We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, interest income, interest expense and other income (expense), net, provision for income taxes, non-cash charitable contributions, and for the third quarter of 2020, a one-time payment for the termination of a future lease contract.We use Adjusted EBITDA to evaluate our operating results and for financial and operational decision-making purposes. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that it excludes. We also believe Adjusted EBITDA provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key metrics we use for financial and operational decision-making. We are presenting Adjusted EBITDA to assist investors in seeing our operating results through the eyes of management and because we believe that this measure provides an additional tool for investors to use in comparing our core business operating results over multiple periods with other companies in our industry. However, our definition of Adjusted EBITDA may not be the same as similarly titled measures used by other companies.Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. For example, Adjusted EBITDA excludes:•certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible assets, although these assets may have to be replaced in the future; and•share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense and an important part of our compensation strategy.Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands):Year Ended December 31,202220212020Net income (loss)$ (96,047) $ 316,438 $ (128,323) Depreciation and amortization 46,489 27,500 36,988 Share-based compensation 497,123 415,382 321,020 Interest income (30,943) (4,204) (16,119) Interest expense and other (income) expense, net 15,210 9,420 635 Provision for income taxes 10,103 4,533 1,303 Non-cash charitable contributions — 45,300 — Termination of future lease contract — — 89,500 Adjusted EBITDA(1)$ 441,935 $ 814,369 $ 305,004 (1)Non-cash charitable contributions of $2.7 million were not excluded from Adjusted EBITDA for the year ended December 31, 2020 as these were not material.Part II49 Components of results of operations
Part II
Revenue. We generate revenue by delivering ads on our website and mobile application. Advertisers purchase ads directly
with us or through their relationships with advertising agencies. We recognize revenue only after transferring control of
promised goods or services to customers, which occurs when a user clicks on an ad contracted on a cost per click ("CPC")
basis, views an ad contracted on a cost per thousand impressions ("CPM") basis or views a video ad contracted on a cost
per view ("CPV") basis.
Cost of Revenue. Cost of revenue consists primarily of expenses associated with the delivery of our service, including the
cost of hosting our website and mobile application. Cost of revenue also includes personnel-related expense, including
salaries, benefits and share-based compensation for employees on our operations teams, payments associated with
partner arrangements, credit card and other transaction processing fees, amortization of acquired intangible assets and
allocated facilities and other supporting overhead costs.
Research and development. Research and development consists primarily of personnel-related expense, including salaries,
benefits and share-based compensation for our engineers and other employees engaged in the research and development
of our products, and allocated facilities and other supporting overhead costs.
Sales and marketing. Sales and marketing consists primarily of personnel-related expense, including salaries, commissions,
benefits and share-based compensation for our employees engaged in sales, sales support, marketing, and customer
service functions, advertising and promotional expenditures, professional services, amortization of acquired intangible
assets and allocated facilities and other supporting overhead costs. Our marketing efforts also include user- and
advertiser-focused marketing expenditures.
General and administrative. General and administrative consists primarily of personnel-related expense, including salaries,
benefits and share-based compensation for our employees engaged in finance, legal, human resources and other
administrative functions, professional services, including outside legal and accounting services, charitable contributions
and allocated facilities and other supporting overhead costs.
Other income (expense), net. Other income (expense), net consists primarily of interest earned on our cash equivalents and
marketable securities and foreign currency exchange gains and losses.
Provision for Income Taxes. Provision for income taxes consists primarily of income taxes in foreign jurisdictions and U.S.
federal and state income taxes.
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization
expense, share-based compensation expense, interest income, interest expense and other income (expense), net, provision
for income taxes, non-cash charitable contributions, and for the third quarter of 2020, a one-time payment for the
termination of a future lease contract. See “Non-GAAP Financial Measure” for more information and for a reconciliation of
net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to
Adjusted EBITDA.
50
Results of operationsThe following tables set forth our consolidated statements of operations data (in thousands):Year Ended December 31,202220212020Revenue$ 2,802,574 $ 2,578,027 $ 1,692,658 Costs and expenses (1):Cost of revenue 678,597 529,320 449,358 Research and development 948,980 780,264 606,194 Sales and marketing 933,133 641,279 442,807 General and administrative 343,541 300,977 336,803 Total costs and expenses 2,904,251 2,251,840 1,835,162 Income (loss) from operations (101,677) 326,187 (142,504) Interest income 30,943 4,204 16,119 Interest expense and other income (expense), net (15,210) (9,420) (635) Income (loss) before provision for income taxes (85,944) 320,971 (127,020) Provision for income taxes 10,103 4,533 1,303 Net income (loss)$ (96,047) $ 316,438 $ (128,323) Adjusted EBITDA (2)$ 441,935 $ 814,369 $ 305,004 (1)Includes share-based compensation expense as follows (in thousands):Year Ended December 31,202220212020Cost of revenue $ 7,629 $ 7,438 $ 7,865 Research and development 324,161 309,715 218,718 Sales and marketing 99,467 52,691 35,645 General and administrative 65,866 45,538 58,792 Total share-based compensation$ 497,123 $ 415,382 $ 321,020 (2)See “Non-GAAP Financial Measure” for more information and for a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.The following table sets forth our consolidated statements of operations data (as a percentage of revenue): Year Ended December 31,202220212020Revenue 100% 100% 100% Costs and expenses:Cost of revenue 24 21 27 Research and development 34 30 36 Sales and marketing 33 25 26 General and administrative 12 12 20 Total costs and expenses 104 87 108 Income (loss) from operations (4) 13 (8) Interest income 1 — 1 Interest expense and other income (expense), net (1) — — Income (loss) before provision for income taxes (3) 12 (8) Provision for income taxes — — — Net income (loss) (3) % 12% (8) %Part II51 Years Ended December 31, 2022 and 2021RevenueYear Ended December 31,20222021% change(in thousands)Revenue$ 2,802,574 $ 2,578,027 9% Revenue for the year ended December 31, 2022 increased by $224.5 million compared to the year ended December 31, 2021. Revenue growth was driven by a 10% increase in ARPU and offset by a 1% decrease in average MAUs for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The number of advertisements served increased by 17% while the price of advertisements decreased 7% as compared to the year ended December 31, 2021.For the year ended December 31, 2022 compared to the year ended December 31, 2021, revenue based on our estimate of the geographic location of our users increased by 8% in the U.S. and Canada to $2,309.3 million driven by a 16% increase in U.S. and Canada ARPU offset by a 6% decrease in average U.S. and Canada MAUs. Europe revenue increased by 4% to $397.9 million primarily due to an increase in the number of advertisements served offset by foreign exchange and macroeconomic headwinds, and Rest of World revenue increased by 52% to $95.3 million driven by an 49% increase in Rest of World ARPU.Cost of revenueYear Ended December 31,20222021% change(in thousands)Cost of revenue$ 678,597 $ 529,320 28% Percentage of revenue 24% 21% Cost of revenue for the year ended December 31, 2022 increased by $149.3 million compared to the year ended December 31, 2021. The increase was primarily due to higher absolute hosting costs due to higher compute utilization and an $8.0 million increase in amortization of acquired intangible assets.Research and developmentYear Ended December 31,20222021% change(in thousands)Research and development$ 948,980 $ 780,264 22% Percentage of revenue 34% 30% Research and development for the year ended December 31, 2022 increased by $168.7 million compared to the year ended December 31, 2021. The increase was primarily due to a 20% increase in average headcount, which drove higher personnel expenses, a $14.4 million increase in share-based compensation expense, as well as higher allocated facilities costs and outsourced services.Part II52 Sales and marketingYear Ended December 31,20222021% change(in thousands)Sales and marketing$ 933,133 $ 641,279 46% Percentage of revenue 33% 25% Sales and marketing for the year ended December 31, 2022 increased by $291.9 million compared to the year ended December 31, 2021. The increase was primarily due to an $82.0 million increase in marketing expenses; higher personnel expenses due to a 24% increase in average headcount and $11.1 million of severance and related payments resulting from the departure of certain key employees of The Yes; $46.8 million of share-based compensation expense, which includes $22.9 million of share-based compensation expense resulting from the departure of certain key employees of The Yes; higher outsourced services costs; and a $15.5 million increase in amortization of acquired intangible assets.General and administrativeYear Ended December 31,20222021% change(in thousands)General and administrative$ 343,541 $ 300,977 14% Percentage of revenue 12% 12% General and administrative for the year ended December 31, 2022 increased by $42.6 million compared to the year ended December 31, 2021. The increase was primarily due to a 20% increase in average headcount, which drove higher personnel expenses, as well as a $20.3 million increase in share-based compensation expense primarily due to options and restricted stock awards granted to our new Chief Executive Officer, as well as higher allocated facilities, taxes and bad debt expenses offset by $45.3 million of non-cash charitable contributions made in 2021.Other income (expense), netYear Ended December 31,20222021% change(in thousands)Interest income$ 30,943 $ 4,204 636% Interest expense and other income (expense) (15,210) (9,420) 61% Other income (expense), net$ 15,733 $ (5,216) (402) %Other income (expense), net for the year ended December 31, 2022 increased by $20.9 million compared to the year ended December 31, 2021. The increase was primarily due to higher returns on our cash equivalents and marketable securities offset by foreign currency exchange losses.Provision for income taxesYear Ended December 31,20222021% change(in thousands)Provision for income taxes$ 10,103 $ 4,533 123% Provision for income taxes was primarily due to income generated in U.S. federal, state and certain foreign jurisdictions for each of the periods presented and for the year ended December 31, 2022 includes the effects of the capitalization and amortization of research and development expenses as required by the 2017 Tax Cuts and Jobs Act.Part II53 Net income (loss) and adjusted EBITDAYear Ended December 31,20222021% change(in thousands)Net income (loss)$ (96,047) $ 316,438 (130) %Adjusted EBITDA$ 441,935 $ 814,369 (46) %Net loss for the year ended December 31, 2022 was $96.0 million, as compared to net income of $316.4 million for the year ended December 31, 2021. Adjusted EBITDA was $441.9 million for the year ended December 31, 2022, as compared to $814.4 million for the year ended December 31, 2021, due to the factors described above. See “Non-GAAP Financial Measure” for more information and for a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.Liquidity and capital resourcesWe finance our operations primarily through payments received from our customers. Our primary uses of cash are personnel-related costs and the cost of hosting our website and mobile application. As of December 31, 2022, we had $2,698.2 million in cash, cash equivalents and marketable securities. Our cash equivalents and marketable securities are primarily invested in short-duration fixed income securities, including government and investment-grade corporate debt securities and money market funds. As of December 31, 2022, $110.5 million of our cash and cash equivalents was held by our foreign subsidiaries. In October 2022, we entered into an amended and restated five-year $400.0 million revolving credit facility (the “2022 revolving credit facility”), which replaced our previous $500.0 million revolving credit facility entered into in November 2018. The 2022 revolving credit facility also contains an accordion option which, if exercised, would allow us to increase the aggregate commitments by up to $405.0 million provided we are able to secure additional lender commitments and satisfy certain other conditions. Interest on any borrowings under the 2022 revolving credit facility accrues at either an adjusted term SOFR plus 0.10% and a margin of 1.50% or at an alternative base rate plus a margin of 0.50%, at our election, and we are required to pay an annual commitment fee that accrues at 0.15% per annum on the unused portion of the aggregate commitments under the 2022 revolving credit facility.The 2022 revolving credit facility also allows us to issue letters of credit, which reduce the amount we can borrow. We are required to pay a fee that accrues at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under any outstanding letters of credit. The 2022 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict our ability to incur indebtedness, grant liens, make distributions to holders of our stock or the stock of our subsidiaries, make investments or engage in transactions with our affiliates. The 2022 revolving credit facility also contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets, including certain domestic intellectual property assets. There are no amounts outstanding under this facility as of December 31, 2022.We believe our existing cash, cash equivalents and marketable securities and amounts available under the 2022 revolving credit facility will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months, though we may require additional capital resources in the future. We may elect to raise additional capital through the sale of additional equity to fund our future needs beyond the next 12 months.Our material cash requirements include our $2,357.1 million commitment with Amazon Web Services, for which we are not subject to annual purchase commitments, and our $270.6 million of operating lease obligations, of which $59.0 million is due within the next 12 months.On February 2, 2023, our board of directors authorized a stock repurchase program of up to $500 million of our Class A common stock over the next 12 months. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our Class A common stock through open market purchases, in privately negotiated transactions or Part II54 in other such manner as permitted by securities law and as determined by management at such time and in such amounts as management may decide. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time.For the years ended December 31, 2022, 2021 and 2020, our net cash flows were as follows (in thousands):Year Ended December 31,202220212020Net cash provided by (used in):Operating activities$ 469,202 $ 752,907 $ 28,826 Investing activities$ (128,245) $ (25,858) $ (47,623) Financing activities$ (148,927) $ 22,162 $ 19,638 Operating activitiesCash flows from operating activities consist of our net income (loss) adjusted for certain non-cash reconciling items, such as share-based compensation expense, depreciation and amortization, non-cash charitable contributions and changes in our operating assets and liabilities. Net cash provided by operating activities decreased by $283.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to decrease in our net income (loss) offset by an increase in collections of accounts receivable. Investing activitiesCash flows from investing activities consist of capital expenditures for improvements to new and existing office spaces and acquisitions of businesses. We also actively manage our operating cash and cash equivalent balances and invest excess cash in short-duration marketable securities, the sales and maturities of which we use to fund our ongoing working capital requirements. Net cash used in investing activities increased by $102.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 due to the acquisition of The Yes Platform, Inc., increased purchases of property and equipment and intangible assets, and a net increase in marketable securities. Financing activitiesCash flows from financing activities consist of tax remittances on release of RSUs and RSAs and proceeds from the exercise of stock options. Net cash used in financing activities increased by $171.1 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to our transition to net settling the tax remittances on release of RSUs and RSAs in the second quarter of 2022. Critical accounting policies and estimatesWe prepare our consolidated financial statements in accordance with GAAP. Preparing our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as related disclosures. Because these estimates and judgments may change from period to period, actual results could differ materially, which may negatively affect our financial condition or results of operations. We base our estimates and judgments on historical experience and various other assumptions that we consider reasonable, and we evaluate these estimates and judgments on an ongoing basis. We refer to such estimates and judgments, discussed further below, as critical accounting policies and estimates. Refer to Note 1 to our consolidated financial statements for further information on our other significant accounting policies. Part II55 Part II
Revenue recognition
We generate revenue by delivering ads on our website and mobile application. We recognize revenue only after
transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a
CPC basis, views an ad contracted on a CPM basis or views a video ad contracted on a CPV basis. We typically bill
customers on a CPC, CPM or CPV basis, and our payment terms vary by customer type and location. The term between
billing and payment due dates is not significant.
We recognize revenue only after satisfying our contractual performance obligations. We occasionally offer customers free
ad inventory. When contracts with our customers contain multiple performance obligations, we allocate the overall
transaction price, which is the amount of consideration to which we expect to be entitled in exchange for promised goods
or services, to each of the distinct performance obligations based on their relative standalone selling prices. We generally
determine standalone selling prices based on the effective price charged per contracted click, impression or view, and we
do not disclose the value of unsatisfied performance obligations because the original expected duration of our contracts is
generally less than one year.
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Part II
Item 7A. Quantitative and qualitative
disclosures about market risk
We are exposed to market risks, including changes in foreign currency exchange and interest rates, in the ordinary course
of our business.
Foreign currency exchange risk
Our reporting currency is the U.S. dollar, and the functional currency of our subsidiaries is either their local currency or the
U.S. dollar, depending on the circumstances. While the majority of our revenue and operating expenses are denominated in
U.S. dollars, we have foreign currency risks related to our revenue and operating expenses denominated in currencies
other than the U.S. dollar. We have experienced and will continue to experience fluctuations in our net income (loss) as a
result of transaction gains or losses related to revaluing certain asset and liability balances denominated in currencies
other than the functional currency of the subsidiaries in which they are recorded. To date, these fluctuations have not been
material. We have not engaged in hedging activities relating to our foreign currency exchange risk, although we may do so
in the future. We do not believe a 10% increase or decrease in the relative value of the U.S. dollar would have materially
affected our consolidated financial statements as of and for the years ended December 31, 2022, 2021 and 2020.
Interest rate risk
As of December 31, 2022, we held cash, cash equivalents and marketable securities of $2,698.2 million. Our cash
equivalents and marketable securities primarily consist of short-duration fixed income securities, including government
and investment-grade corporate debt securities and money market funds, and our investment policy is meant to preserve
capital and maintain liquidity. Changes in interest rates affect the interest income we earn on our cash, cash equivalents
and marketable securities and the fair value of our cash equivalents and marketable securities. A hypothetical 100 basis
point increase in interest rates would have decreased the market value of our cash equivalents and marketable securities
by $5.2 million and $5.4 million as of December 31, 2022 and 2021, respectively.
57
Part II
Item 8. Financial statements and
supplementary data
Pinterest, Inc.
Index to consolidated financial statements
Reports of independent registered public accounting firm (PCAOB ID: 42)
Consolidated balance sheets
Consolidated statements of operations
Consolidated statements of comprehensive income (loss)
Consolidated statements of stockholders' equity
Consolidated statements of cash flows
Notes to consolidated financial statements
59
62
63
64
65
66
67
58
Part II
Report of independent registered public accounting firm
To the Stockholders and the Board of Directors of Pinterest, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Pinterest, Inc. (the Company) as of December 31, 2022
and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and our report dated February 6, 2023, expressed an unqualified opinion
thereon.
Basis for opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
59
Revenue recognition
Part II
Description of the
Matter
How We Addressed
the Matter in Our Audit
As described in Note 1 to the consolidated financial statements, the Company generates revenue by
delivering ads on the Pinterest website and mobile application. Revenue is recognized after
transferring control of the promised goods or services to customers, which occurs when a user clicks
on an ad contracted on a cost per click basis, views an ad contracted on a cost per thousand
impressions basis or views a video ad contracted on a cost per view basis.
The Company’s revenue recognition process utilizes complex proprietary systems and tools for the
initiation, processing, and recording of a high volume of individually low monetary value
transactions. This process is dependent on the effective design and operation of multiple systems,
processes, data sources and controls which require significant audit effort. Also, the identification
and evaluation of non-standard terms and conditions requires incremental judgements to determine
the distinct performance obligations and potential impact to the timing of revenue recognition.
With the support of our information technology professionals, we identified and tested the relevant
systems and tools used for the determination of initiation and processing of advertisements and
recording of revenue, which included processes and controls related to access to the relevant
systems and data, changes to the relevant systems and interfaces, and configuration of the relevant
systems. We further obtained an understanding, evaluated the design, and tested the operating
effectiveness of the Company’s internal controls over the identification and evaluation of non-
standard terms and conditions and the resulting impact on timing and amount of revenue
recognition.
To test the Company’s recognition of revenue, our audit procedures included, among others, testing
the completeness and accuracy of the underlying data within the Company’s billing systems, and
comparing revenue recognized to accounts receivables and cash receipts. Additionally, we examined
standard customer terms and conditions and we selected a sample of non-standard contractual
arrangements to test that all material distinct performance obligations were identified and to test
the timing and amount of revenue recognition.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
San Francisco, California
February 6, 2023
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Part II
Report of independent registered public accounting firm
To the Stockholders and the Board of Directors of Pinterest, Inc.
Opinion on internal control over financial reporting
We have audited Pinterest, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Pinterest, Inc. (the Company) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO
criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related
consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the
three years in the period ended December 31, 2022, and the related notes and our report dated February 6, 2023
expressed an unqualified opinion thereon.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
San Francisco, California
February 6, 2023
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Pinterest, Inc.Consolidated balance sheets(In thousands, except par value)Current assets:Cash and cash equivalents $ 1,611,063 $ 1,419,630 Marketable securities 1,087,164 1,060,488 Accounts receivable, net of allowances of $12,672 and $8,282 as of December 31, 2022 and 2021, respectively 681,532 653,355 Prepaid expenses and other current assets 74,918 48,090 Total current assets 3,454,677 3,181,563 Property and equipment, net 59,575 53,401 Operating lease right-of-use assets 206,253 227,912 Goodwill and intangible assets, net 124,822 61,115 Other assets 17,403 13,247 Total assets $ 3,862,730 $ 3,537,238 LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Accounts payable $ 87,920 $ 17,675 Accrued expenses and other current liabilities 292,611 242,131 Total current liabilities 380,531 259,806 Operating lease liabilities 178,694 209,181 Other liabilities 21,851 29,508 Total liabilities 581,076 498,495 Commitments and contingenciesStockholders’ equity:Class A common stock, $0.00001 par value, 6,666,667 shares authorized, 593,918 and 568,228 shares issued and outstanding as of December 31, 2022 and 2021, respectively; Class B common stock, $0.00001 par value, 1,333,333 shares authorized, 89,284 and 88,644 shares issued and outstanding as of December 31, 2022 and 2021, respectively 7 7 Additional paid-in capital 5,407,724 5,059,528 Accumulated other comprehensive loss (11,419) (2,181) Accumulated deficit (2,114,658) (2,018,611) Total stockholders’ equity 3,281,654 3,038,743 Total liabilities and stockholders’ equity$ 3,862,730 $ 3,537,238 December 31,20222021ASSETSThe accompanying notes are an integral part of these consolidated financial statements.Part II62 Pinterest, Inc.Consolidated statements of operations(In thousands, except per share amounts)Year Ended December 31,202220212020Revenue$ 2,802,574 $ 2,578,027 $ 1,692,658 Costs and expenses:Cost of revenue 678,597 529,320 449,358 Research and development 948,980 780,264 606,194 Sales and marketing 933,133 641,279 442,807 General and administrative 343,541 300,977 336,803 Total costs and expenses 2,904,251 2,251,840 1,835,162 Income (loss) from operations (101,677) 326,187 (142,504) Interest income 30,943 4,204 16,119 Interest expense and other income (expense), net (15,210) (9,420) (635) Income (loss) before provision for income taxes (85,944) 320,971 (127,020) Provision for income taxes 10,103 4,533 1,303 Net income (loss)$ (96,047) $ 316,438 $ (128,323) Net income (loss) per share attributable to common stockholders:Basic$ (0.14) $ 0.49 $ (0.22) Diluted$ (0.14) $ 0.46 $ (0.22) Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:Basic 665,732 640,030 596,264 Diluted 665,732 691,651 596,264 The accompanying notes are an integral part of these consolidated financial statements.Part II63 Pinterest, Inc.Consolidated statements of comprehensive income (loss)(In thousands)Year Ended December 31,202220212020Net income (loss)$ (96,047) $ 316,438 $ (128,323) Other comprehensive income (loss), net of taxes:Change in unrealized gain (loss) on available-for-sale marketable securities (8,334) (4,252) 1,670 Change in foreign currency translation adjustment (904) (409) 163 Comprehensive income (loss)$ (105,285) $ 311,777 $ (126,490) The accompanying notes are an integral part of these consolidated financial statements.Part II64 Pinterest, Inc.Consolidated statements of stockholders’ equity(in thousands, except per share amounts) Common StockAdditional Paid-InCapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitStockholders’ EquitySharesAmountBalance as of December 31, 2019 569,904 $ 6 $ 4,229,778 $ 647 $ (2,206,726) $ 2,023,705 Release of restricted stock units and issuance of restricted stock awards, net 22,169 — — — — — Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards — — (56,894) — — (56,894) Issuance of common stock for cash upon exercise of stock options, net 34,149 — 78,282 — — 78,282 Issuance of common stock related to charitable 150 — 2,748 — — 2,748 Share-based compensation — — 321,020 — — 321,020 Other comprehensive income — — — 1,833 — 1,833 Net loss — — — — (128,323) (128,323) Balance as of December 31, 2020 626,372 $ 6 $ 4,574,934 $ 2,480 $ (2,335,049) $ 2,242,371 Release of restricted stock units and issuance of restricted stock awards, net 21,944 1 — — — 1 Issuance of common stock for cash upon exercise of stock options, net 7,806 — 23,912 — — 23,912 Issuance of common stock related to charitable 750 — 45,300 — — 45,300 Share-based compensation — — 415,382 — — 415,382 Other comprehensive loss — — — (4,661) — (4,661) Net income — — — — 316,438 316,438 Balance as of December 31, 2021 656,872 $ 7 $ 5,059,528 $ (2,181) $ (2,018,611) $ 3,038,743 Release of restricted stock units and issuance of restricted stock awards, net 17,435 — — — — — Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards — — (161,809) — — (161,809) Issuance of common stock for cash upon exercise of stock options, net 8,895 — 12,882 — — 12,882 Share-based compensation — — 497,123 — — 497,123 Other comprehensive loss — — — (9,238) — (9,238) Net loss — — — — (96,047) (96,047) Balance as of December 31, 2022 683,202 $ 7 $ 5,407,724 $ (11,419) $ (2,114,658) $ 3,281,654 The accompanying notes are an integral part of these consolidated financial statements.Part II65 Pinterest, Inc.Consolidated statements of cash flows(in thousands)Year Ended December 31,202220212020Operating activitiesNet income (loss) $ (96,047) $ 316,438 $ (128,323) Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization 46,489 27,500 36,988 Share-based compensation 497,123 415,382 321,020 Non-cash charitable contributions — 45,300 2,748 Other (13,889) 9,607 8,332 Changes in assets and liabilities:Accounts receivable (28,856) (88,862) (253,173) Prepaid expenses and other assets (30,214) (14,727) 4,128 Operating lease right-of-use assets 56,024 43,995 41,898 Accounts payable 70,777 (33,451) 15,721 Accrued expenses and other liabilities 20,627 82,435 23,647 Operating lease liabilities (52,832) (50,710) (44,160) Net cash provided by operating activities 469,202 752,907 28,826 Investing activitiesPurchases of property and equipment and intangible assets (28,984) (9,031) (17,401) Purchases of marketable securities (1,028,480) (1,104,087) (1,216,260) Sales of marketable securities 7,417 274,654 265,422 Maturities of marketable securities 1,007,861 849,520 920,300 Acquisition of business, net of cash acquired (86,059) (36,914) — Other investing activities — — 316 Net cash used in investing activities (128,245) (25,858) (47,623) Financing activitiesProceeds from exercise of stock options, net 12,882 23,912 78,282 Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards (161,809) — (56,894) Payment of deferred offering costs and other financing activities — (1,750) (1,750) Net cash (used in) provided by financing activities (148,927) 22,162 19,638 Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,434) (1,058) 327 Net increase in cash, cash equivalents and restricted cash 190,596 748,153 1,168 Cash, cash equivalents and restricted cash, beginning of period 1,427,064 678,911 677,743 Cash, cash equivalents and restricted cash, end of period$ 1,617,660 $ 1,427,064 $ 678,911 Supplemental cash flow informationOperating lease right-of-use assets obtained in exchange for operating lease liabilities$ 31,515 $ 118,977 $ 15,089 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheetsCash and cash equivalents$ 1,611,063 $ 1,419,630 $ 669,230 Restricted cash included in prepaid expenses and other current assets 1,067 1,137 571 Restricted cash included in other assets 5,530 6,297 9,110 Total cash, cash equivalents and restricted cash$ 1,617,660 $ 1,427,064 $ 678,911 The accompanying notes are an integral part of these consolidated financial statements.Part II66 Part II
Pinterest, Inc.
Notes to consolidated financial statements
1. Description of business and summary of significant accounting policies
Description of business
Pinterest was incorporated in Delaware in 2008 and is headquartered in San Francisco, California. Pinterest is a visual
discovery engine that people around the globe use to find the inspiration to create a life they love. We generate revenue by
delivering ads on our website and mobile application.
Basis of presentation and consolidation
We prepared the accompanying consolidated financial statements in accordance with generally accepted accounting
principles in the United States ("GAAP"). The consolidated financial statements include the accounts of Pinterest, Inc. and
its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions.
Reclassifications
We have reclassified certain amounts in prior periods to conform with current presentation.
Use of estimates
Preparing our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments
that affect amounts reported in the consolidated financial statements and accompanying notes. We base these estimates
and judgments on historical experience and various other assumptions that we consider reasonable. GAAP requires us to
make estimates and assumptions in several areas, including the fair values of financial instruments, assets acquired and
liabilities assumed through business combinations, share-based awards, and contingencies as well as the collectability of
our accounts receivable, the useful lives of our intangible assets and property and equipment, the incremental borrowing
rate we use to determine our operating lease liabilities, and revenue recognition, among others. Actual results could differ
materially from these estimates and judgments.
Segments
We operate as a single operating segment. Our chief operating decision maker is our Chief Executive Officer ("CEO"), who
reviews financial information presented on a consolidated basis, accompanied by disaggregated information about our
revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue recognition
We generate revenue by delivering ads on our website and mobile application. We recognize revenue only after
transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a
CPC basis, views an ad contracted on a CPM basis or views a video ad contracted on a CPV basis. We typically bill
customers on a CPC, CPM or CPV basis, and our payment terms vary by customer type and location. The term between
billing and payment due dates is not significant.
We recognize revenue only after satisfying our contractual performance obligations. We occasionally offer customers free
ad inventory. When contracts with our customers contain multiple performance obligations, we allocate the overall
transaction price, which is the amount of consideration to which we expect to be entitled in exchange for promised goods
or services, to each of the distinct performance obligations based on their relative standalone selling prices. We generally
determine standalone selling prices based on the effective price charged per contracted click, impression or view, and we
do not disclose the value of unsatisfied performance obligations because the original expected duration of our contracts is
generally less than one year.
We record sales commissions in sales and marketing as incurred because we would amortize these over a period of less
than one year.
Deferred revenue was not material as of December 31, 2022 and 2021.
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Part II
Cost of revenue
Cost of revenue consists primarily of expenses associated with the delivery of our service, including the cost of hosting our
website and mobile application. Cost of revenue also includes personnel-related expense, including salaries, benefits and
share-based compensation for employees on our operations teams, payments associated with partner arrangements,
credit card and other transaction processing fees, amortization of acquired intangible assets and allocated facilities and
other supporting overhead costs.
Share-based compensation
Restricted stock units ("RSUs") granted under our 2009 Stock Plan (the "2009 Plan") 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 initial public offering ("IPO"). We did not record any share-based compensation expense for our RSUs prior
to our IPO because the performance condition had not yet been satisfied. Upon pricing our IPO, we recorded cumulative
share-based compensation expense using the accelerated attribution method for those RSUs granted under our 2009 Plan
for which the service condition had been satisfied at that date. We record the remaining unrecognized share-based
compensation expense over the remainder of the requisite service period.
RSUs, restricted stock awards ("RSAs"), and stock options granted under our 2019 Omnibus Incentive Plan (the "2019
Plan") are subject only to a service condition, which is typically satisfied over four years. We record share-based
compensation expense for these RSUs, RSAs and stock options on a straight-line basis over the requisite service period.
We measure RSUs and RSAs based on the fair market value of our common stock on the grant date and stock options
based on their estimated grant date fair values, which we determine using the Black-Scholes option-pricing model. We
record the resulting expense in our consolidated statements of operations over the requisite service period, which is
generally four years, and we account for forfeitures as they occur.
Income taxes
We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for
temporary differences between the financial reporting and tax bases of assets and liabilities using the enacted statutory
tax rates in effect for the years in which we expect the differences to reverse. We establish valuation allowances to reduce
deferred tax assets to the amounts we believe it is more likely than not we will be able to realize. We recognize tax benefits
from uncertain tax positions when we believe it is more likely than not that the tax position is sustainable on examination
by tax authorities based on its technical merits. We recognize taxes on Global Intangible Low-Taxed Income as incurred.
Advertising expenses
We record advertising expenses as incurred and include these in sales and marketing in the consolidated statements of
operations. Advertising expenses were $139.7 million, $94.7 million and $30.3 million for the years ended December 31,
2022, 2021 and 2020, respectively.
Marketable securities
We invest in highly liquid corporate debt securities, U.S. treasury securities, asset-backed securities, U.S. government
agency securities, municipal securities, non-U.S. government and supranational bonds and certificates of deposit. We
classify marketable investments with stated maturities of ninety days or less from the date of purchase as cash equivalents
and those with stated maturities greater than ninety days from the date of purchase as marketable securities.
We classify our marketable securities as available-for-sale investments in our current assets because they are available for
use to support current operations. We carry our marketable investments at fair value and record unrealized gains or
losses, net of taxes, in accumulated other comprehensive loss in stockholders’ equity. We determine realized gains and
losses on the sale of marketable investments using a specific identification method and record these and any expected
credit losses in interest expense and other income (expense), net.
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Fair value measurementsWe account for certain assets and liabilities at fair value, which is the amount we believe market participants would be willing to receive to sell an asset or pay to transfer a liability in an orderly transaction. We categorize these assets and liabilities into the three levels below based on the degree to which the inputs we use to measure their fair values are observable in active markets. We use the most observable inputs available to us when measuring fair value.•Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets•Level 2: Observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or inputs that are derived principally from or corroborated by observable market data or other means•Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilitiesAccounts receivable, net of allowancesWe record accounts receivable at the original invoiced amount. We maintain an allowance for credit losses for any receivables we may be unable to collect. We estimate uncollectible receivables based on our receivables’ age, our customers’ credit quality and current economic conditions, among other factors that may affect our customers’ ability to pay. We also maintain an allowance for sales credits, which we determine based on historical credits issued to customers. We include the allowances for credit losses and sales credits in accounts receivable, net in the consolidated balance sheets.Property and equipmentWe carry property and equipment at cost less accumulated depreciation and calculate depreciation using the straight-line method over our assets’ estimated useful lives, which are generally:Property and EquipmentUseful LifeComputer and network equipment3 yearsFurniture and fixtures4 yearsLeasehold improvementsLesser of estimated useful life or remaining lease termLeases and operating lease incremental borrowing rateWe lease office space under operating leases with expiration dates through 2033. We determine whether an arrangement constitutes a lease at inception and record lease liabilities and right-of-use assets on our consolidated balance sheets at lease commencement. We measure lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or our incremental borrowing rate, which is the estimated rate we would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. We estimate our incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to our own. We measure right-of-use assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs we incur and (iii) tenant incentives under the lease. We begin recognizing rent expense when the lessor makes the underlying asset available to us, we do not assume renewals or early terminations unless we are reasonably certain to exercise these options at commencement and we do not allocate consideration between lease and non-lease components.For short-term leases, we record rent expense in our consolidated statements of operations on a straight-line basis over the lease term and record variable lease payments as incurred.Part II69 Part II
Business combinations
We include the results of operations of businesses that we acquire in our consolidated financial statements beginning on
their respective acquisition dates. We allocate the fair value of the purchase consideration to the assets acquired and
liabilities assumed based on their estimated fair values. When the fair value of the purchase consideration exceeds the fair
values of the identifiable assets and liabilities acquired, we record the excess as goodwill. Our estimates of fair value are
based on assumptions we believe to be reasonable but which are inherently uncertain and unpredictable, and as a result,
actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we
may record adjustments to the assets and liabilities acquired with the corresponding offset to goodwill. Any adjustments
after the measurement period are reflected in our consolidated statements of operations.
Long-lived assets, including goodwill and intangible assets
We record definite-lived intangible assets at fair value less accumulated amortization. We calculate amortization using the
straight-line method over the assets’ estimated useful lives of up to ten years.
We review our property and equipment and intangible assets for impairment whenever events or circumstances indicate
that an asset’s carrying value may not be recoverable. We measure recoverability by comparing an asset’s carrying value to
the future undiscounted cash flows that we expect it to generate. If this test indicates that the asset’s carrying value is not
recoverable, we record an impairment charge to reduce the asset’s carrying value to its fair value. In the fourth quarter of
2022 we recorded $9.4 million of impairment charges for acquired intangible assets. We did not record any other material
property and equipment or intangible asset impairments during the periods presented.
We review goodwill for impairment at least annually or more frequently if current circumstances or events indicate that
the fair value of our single reporting unit may be less than its carrying value. We did not record any goodwill impairment
during the periods presented.
Website development costs
We capitalize costs to develop our website and mobile application when preliminary development efforts are successfully
completed, management has authorized and committed project funding, and it is probable that the project will be
completed and the software will be used as intended. Due to the iterative process by which we perform upgrades and the
relatively short duration of our development projects, development costs meeting our capitalization criteria were not
material during the periods presented.
Loss contingencies
We are involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. We record a
liability for these when we believe it is probable that we have incurred a loss and can reasonably estimate the loss. We
regularly evaluate current information to determine whether we should adjust a recorded liability or record a new one.
Foreign currency
The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’
financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates
for revenue and costs and expenses. We record translation gains and losses in accumulated other comprehensive loss in
stockholders’ equity. We record foreign exchange gains and losses in interest expense and other income (expense), net.
Our net foreign exchange gains and losses were not material for the periods presented.
Concentration of business risk
We have an agreement with Amazon Web Services (“AWS”) to provide the cloud computing infrastructure we use to host
our website, mobile application and many of the internal tools we use to operate our business. We are currently required
to maintain a substantial majority of our monthly usage of certain compute, storage, data transfer and other services on
AWS. Any transition of the cloud services currently provided by AWS to another cloud services provider would be difficult
to implement and would cause us to incur significant time and expense.
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Concentration of credit riskFinancial instruments that may potentially expose us to concentrations of credit risk primarily consist of cash, cash equivalents, marketable securities and restricted cash. Our investment policy is meant to preserve capital and maintain liquidity. The policy limits our marketable investments to investment-grade securities and limits our credit exposure by limiting our concentration in any one corporate issuer or sector and by establishing a minimum credit rating for marketable investments we purchase. Although we deposit cash and marketable investments with multiple financial institutions, our deposits may exceed insurable limits.No customer accounted for more than 10% of our revenue for the years ended December 31, 2022, 2021 and 2020.Our accounts receivable are generally unsecured. We monitor our customers’ credit quality on an ongoing basis and maintain reserves for estimated credit losses. Bad debt expense was not material for the years ended December 31, 2022, 2021 and 2020.2. Cash, cash equivalents and marketable securitiesCash, cash equivalents and marketable securities consist of the following (in thousands):December 31, 2022Amortized CostUnrealized GainsUnrealized LossesFair ValueCash and cash equivalents:Cash$ 474,365 $ — $ — $ 474,365 Money market funds 1,017,191 — — 1,017,191 Commercial paper 111,996 — (21) 111,975 Corporate bonds 1,542 — — 1,542 U.S. treasury securities 5,988 2 — 5,990 Total cash and cash equivalents 1,611,082 2 (21) 1,611,063 Marketable securities:Corporate bonds 370,445 172 (7,542) 363,075 Commercial paper 241,407 71 (286) 241,192 U.S. treasury securities 244,056 33 (1,173) 242,916 Certificates of deposit 158,607 60 (421) 158,246 Municipal securities 28,029 4 (584) 27,449 Non-U.S. government and supranational bonds 23,228 — (629) 22,599 U.S. agency bonds 31,695 40 (48) 31,687 Total marketable securities 1,097,467 380 (10,683) 1,087,164 Total $ 2,708,549 $ 382 $ (10,704) $ 2,698,227 Part II71 December 31, 2021Amortized CostUnrealized GainsUnrealized LossesFair ValueCash and cash equivalents:Cash$ 589,156 $ — $ — $ 589,156 Money market funds 711,188 — — 711,188 Commercial paper 114,972 4 — 114,976 Corporate bonds 4,310 — — 4,310 Total cash and cash equivalents 1,419,626 4 — 1,419,630 Marketable securities:Corporate bonds 450,746 181 (1,510) 449,417 Commercial paper 247,623 15 (78) 247,560 U.S. treasury securities 189,325 19 (334) 189,010 Certificates of deposit 82,504 19 (37) 82,486 Municipal securities 49,470 11 (150) 49,331 Non-U.S. government and supranational bonds 41,812 3 (131) 41,684 U.S. agency bonds 1,000 — — 1,000 Total marketable securities 1,062,480 248 (2,240) 1,060,488 Total $ 2,482,106 $ 252 $ (2,240) $ 2,480,118 Our allowance for credit losses for our marketable securities was not material as of December 31, 2022 and 2021.The fair value of our marketable securities by contractual maturity is as follows (in thousands):December 31, 2022Due in one year or less $ 951,486 Due after one to five years 135,678 Total $ 1,087,164 Net realized gains and losses from sales of available-for-sale securities were not material for any period presented.Part II72 3. Fair value of financial instrumentsThe fair values of the financial instruments we measure at fair value on a recurring basis are as follows (in thousands):December 31, 2022Level 1Level 2Level 3TotalCash equivalents:Money market funds $ 1,017,191 $ — $ — $ 1,017,191 Commercial paper — 111,975 — 111,975 U.S. treasury securities 5,990 — — 5,990 Marketable securities:Corporate bonds — 363,075 — 363,075 Commercial paper — 241,192 — 241,192 U.S. treasury securities 242,916 — — 242,916 Certificates of deposit — 158,246 — 158,246 Municipal securities — 27,449 — 27,449 Non-U.S. government and supranational bonds — 22,599 — 22,599 U.S. agency bonds — 31,687 — 31,687 Prepaid expenses and other current assets:Certificates of deposit — 1,067 — 1,067 Restricted cash:Certificates of deposit $ — $ 5,530 $ — $ 5,530 December 31, 2021Level 1Level 2Level 3TotalCash equivalents:Money market funds $ 711,188 $ — $ — $ 711,188 Commercial paper — 114,976 — 114,976 Corporate bonds — 4,310 — 4,310 Marketable securities:Corporate bonds — 449,417 — 449,417 Commercial paper — 247,560 — 247,560 U.S. treasury securities 189,010 — — 189,010 Certificates of deposit — 82,486 — 82,486 Municipal securities — 49,331 — 49,331 Non-U.S. government and supranational bonds — 41,684 — 41,684 U.S. agency bonds — 1,000 — 1,000 Prepaid expenses and other current assets:Certificates of deposit — 1,137 — 1,137 Restricted cash:Certificates of deposit $ — $ 6,297 $ — $ 6,297 We classify our marketable securities within Level 1 or Level 2 because we determine their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Part II73 4. Other balance sheet componentsProperty and equipment, netProperty and equipment, net consists of the following (in thousands):December 31,20222021Leasehold improvements$ 104,557 $ 101,214 Furniture and fixtures 30,882 25,956 Computer and network equipment 32,845 32,020 Total property and equipment 168,284 159,190 Less: accumulated depreciation (116,291) (108,159) Construction in progress 7,582 2,370 Property and equipment, net $ 59,575 $ 53,401 Depreciation expense was $21.6 million, $26.2 million and $36.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities consists of the following (in thousands):December 31,20222021Accrued hosting expenses$ 53,380 $ 84,105 Accrued compensation 48,146 37,154 Operating lease liabilities 50,274 41,693 Other accrued expenses 140,811 79,179 Accrued expenses and other current liabilities $ 292,611 $ 242,131 5. AcquisitionOn June 10, 2022, we acquired all outstanding shares of The Yes Platform, Inc. (“The Yes”), an AI powered shopping platform for fashion. We believe the acquisition of The Yes will help accelerate our vision for Pinterest to be the home of taste-driven shopping.The total purchase consideration was $87.6 million in cash. Of this, we attributed $15.0 million to customer relationships, $13.6 million to developed technology, and $60.0 million to goodwill. Goodwill represents the synergies we expect to realize from the acquisition and the assembled workforce and is not deductible for tax purposes.We included the results of The Yes’s operations in our consolidated financial statements beginning on the acquisition date. The acquisition did not have a material impact on our consolidated financial statements so we have not presented historical and pro forma disclosures.In the fourth quarter of 2022, we recorded impairment charges of $9.4 million related to the customer relationships and developed technology. Refer to Note 6 for detail.6. Goodwill and intangible assets, netChanges in goodwill for the periods presented are as follows (in thousands): Part II74 Balance as of December 31, 2021$ 40,208 Acquisitions 60,019 Balance as of December 31, 2022$ 100,227 Intangible assets, net consists of the following (in thousands):December 31, 2022Gross Carrying AmountAccumulated Amortization(1)Net Carrying AmountWeighted-Average Useful Life(2)Acquired technology, patents and other intangibles$ 39,907 $ (17,427) $ 22,480 4.9 yearsCustomer relationships 17,700 (15,585) 2,115 1.6 yearsTotal intangible assets, net$ 57,607 $ (33,012) $ 24,595 December 31, 2021Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted-Average Useful Life(2)Acquired technology, patents and other intangibles$ 26,307 $ (8,055) $ 18,252 5.8 yearsCustomer relationships 2,700 (45) 2,655 5.0 yearsTotal intangible assets, net $ 29,007 $ (8,100) $ 20,907 (1)Accumulated amortization includes a $9.4 million of impairment charges for acquired intangible assets for the year ended December 31, 2022.(2)Based on the weighted-average useful life established as of acquisition date.Amortization expense was $24.9 million, $1.3 million, and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the fourth quarter of 2022, we evaluated the acquired intangible assets from The Yes for impairment due to the departure of certain key employees. We concluded that the fair values of the customer relationships and developed technology were impaired and recorded impairment charges of $6.3 million and $3.1 million to sales and marketing and cost of revenue, respectively.Estimated future amortization expense as of December 31, 2022, is as follows (in thousands):Intangible Asset Amortization2023$ 7,359 2024 7,359 2025 5,464 2026 3,424 2027 476 Thereafter 513 Total$ 24,595 7. Commitments and contingenciesPart II75 As of December 31, 2022, our non-cancelable contractual commitments are as follows (in thousands):Purchase CommitmentsOperating LeasesTotal Commitments2023$ — $ 58,990 $ 58,990 2024 — 37,628 37,628 2025 — 29,756 29,756 2026 — 30,443 30,443 2027 — 27,892 27,892 Thereafter 2,357,100 85,891 2,442,991 Total$ 2,357,100 $ 270,600 $ 2,627,700 Purchase commitmentsIn April 2021, we entered into a new private pricing addendum with AWS, which governs our use of cloud computing infrastructure provided by AWS. Under the new pricing addendum, we are required to purchase at least $3,250.0 million of cloud services from AWS through April 2029. If we fail to do so, we are required to pay the difference between the amount we spend and the required commitment amount. As of December 31, 2022, our remaining contractual commitment is $2,357.1 million. We expect to meet our remaining commitment.Legal mattersWe are involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, including those described below. While the results of legal matters are inherently uncertain, we do not believe there is a reasonable possibility that the ultimate resolution of these matters, either individually or in aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows.In November and December 2020, certain of our executives and members of our board of directors were named as defendants in shareholder derivative lawsuits filed in the U.S. District Court for the Northern District of California. Pinterest was also named as a nominal defendant. The lawsuits purport to assert claims for breach of fiduciary duty in connection with allegations of gender and racial discrimination at Pinterest. In addition, the lawsuits purport to assert claims for waste, abuse of control, aiding and abetting breaches of fiduciary duties, unjust enrichment, and violations of Section 14(a) of the Exchange Act. The complaints seek declaratory and injunctive relief, corporate governance changes, monetary damages, interest, disgorgement, and fees and costs. On July 14, 2021, another shareholder derivative complaint with similar allegations was filed in the same court and was subsequently related to the earlier action. The cases were referred to a magistrate judge for mediation, and the proceedings were stayed during the pendency of that mediation. On November 24, 2021, the parties entered into a stipulation of settlement. A final approval for the settlement was granted on May 26, 2022. The court granted a portion of the attorneys' fees sought by Plaintiffs, while another portion remains contingent on certain conditions being fulfilled within two years of the settlement approval. We don't believe that these fees will be material to our financial position. In March 2021, certain of our executives and members of our board of directors were named as defendants in a shareholder derivative lawsuit filed in the Delaware Chancery Court. Pinterest was also named as a nominal defendant. The complaint alleged that executives and members of the board breached their fiduciary duties to the company in connection with allegations of gender and racial discrimination at Pinterest. The complaint sought damages, litigation costs, and interest. On May 10, 2021, the court stayed this lawsuit in light of the related pending case in the Northern District of California. On July 21, 2022 the matter was dismissed.Revolving credit facilityIn October 2022, we entered into an amended and restated five-year $400.0 million revolving credit facility (the “2022 revolving credit facility”), which replaced our previous $500.0 million revolving credit facility entered into in November 2018. The 2022 revolving credit facility also contains an accordion option which, if exercised, would allow us to increase the aggregate commitments by up to $405.0 million provided we are able to secure additional lender commitments and satisfy certain other conditions. Interest on any borrowings under the 2022 revolving credit facility accrues at either an adjusted term Secured Overnight Financing Rate ("SOFR") plus 0.10% and a margin of 1.50% or at an alternative base rate Part II76 plus a margin of 0.50%, at our election, and we are required to pay an annual commitment fee that accrues at 0.15% per annum on the unused portion of the aggregate commitments under the 2022 revolving credit facility.The 2022 revolving credit facility also allows us to issue letters of credit, which reduce the amount we can borrow. We are required to pay a fee that accrues at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under any outstanding letters of credit.The 2022 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict our ability to incur indebtedness, grant liens, make distributions to holders of our stock or the stock of our subsidiaries, make investments or engage in transactions with our affiliates. The 2022 revolving credit facility also contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets, including certain domestic intellectual property assets. Our total borrowing capacity under the revolving credit facility is $400.0 million as of December 31, 2022. We have not issued any letters of credit and there are no amounts outstanding under the 2022 revolving credit facility as of December 31, 2022.8. LeasesWe have entered into various non-cancelable office space operating leases with original lease periods expiring between 2023 and 2033. These do not contain material variable rent payments, residual value guarantees, covenants or other restrictions. Operating lease costs for the years ended December 31, 2022, 2021 and 2020, are as follows (in thousands):Year Ended December 31,202220212020Lease cost:Operating lease cost$ 66,022 $ 53,691 $ 51,285 Short-term lease cost 2,809 1,434 3,933 Total$ 68,831 $ 55,125 $ 55,218 The weighted-average remaining term of our operating leases was 6.8 years and 7.5 years, and the weighted-average discount rate used to measure the present value of our operating lease liabilities was 4.1% and 4.2% as of December 31, 2022 and 2021, respectively.Maturities of our operating lease liabilities, which do not include short-term leases, as of December 31, 2022, are as follows (in thousands):Operating Leases2023$ 58,990 2024 37,628 2025 29,756 2026 30,443 2027 27,892 Thereafter 85,891 Total lease payments 270,600 Less imputed interest (41,632) Total operating lease liabilities$ 228,968 Cash payments included in the measurement of our operating lease liabilities were $64.0 million, $59.0 million and $54.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.As of December 31, 2022, operating leases that have not yet commenced were not material and are excluded from the table above.Part II77 9. Share-based compensationEquity incentive planIn June 2009, our board of directors adopted and approved our 2009 Plan, which provides for the issuance of stock options, RSAs and RSUs to qualified employees, directors and consultants. Stock options granted under our 2009 Plan have a maximum life of 10 years and an exercise price not less than 100% of the fair market value of our common stock on the date of grant. RSUs granted under our 2009 Plan have a maximum life of seven years. No shares of our common stock were reserved for future issuance under our 2009 Plan as of December 31, 2022. Our 2019 Plan became effective upon closing of our initial public offering and succeeds our 2009 Plan. Our 2019 Plan provides for the issuance of stock options, RSAs, RSUs and other equity- or cash-based awards to qualified employees, directors and consultants. Stock options granted under our 2019 Plan have a maximum life of 10 years and an exercise price not less than 100% of the fair market value of our common stock on the date of grant. 117,384,569 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of December 31, 2022. The number of shares of our Class A common stock available for issuance under the 2019 Plan will be increased by the number of shares of our Class B common stock subject to awards outstanding under our 2009 Plan that would, but for the terms of the 2019 Plan, have returned to the share reserves of the 2009 Plan pursuant to the terms of such awards, including as the result of forfeiture, repurchase, expiration or retention by us in order to satisfy an award’s exercise price or tax withholding obligations. In addition, the number of shares of our Class A common stock reserved for issuance under our 2019 Plan will automatically increase on the first day of each fiscal year through and including January 1, 2029, in an amount equal to 5% of the total number of shares of our Class A common stock and our Class B common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors. Stock option activityStock option activity during the year ended December 31, 2022, was as follows (in thousands, except per share amounts):Stock Options OutstandingSharesWeighted-AverageExercise PriceWeighted-AverageRemainingContractual TermAggregate IntrinsicValue (1)(in years)Outstanding as of December 31, 202116,141$ 3.19 1.9$ 535,118 Granted8,553 19.96 Exercised (8,895) 1.45 Outstanding as of December 31, 202215,799$ 13.25 6.1$ 174,165 Exercisable as of December 31, 20227,498$ 5.74 2.4$ 138,979 (1)We calculate intrinsic value based on the difference between the exercise price of in-the-money-stock options and the fair value of our common stock as of the respective balance sheet date.The total grant-date fair value of stock options vested during the years ended December 31, 2022, 2021 and 2020 was $9.5 million, $3.2 million and $3.3 million, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was $180.2 million, $511.4 million and $1,023.9 million, respectively.Part II78 Restricted stock unit and restricted stock award activityRSU and RSA activity during the year ended December 31, 2022, was as follows (in thousands, except per share amounts):Restricted Stock Units and Restricted StockAwards OutstandingSharesWeighted AverageGrant Date Fair ValueOutstanding as of December 31, 202136,258$ 30.84 Granted52,480 21.91 Released(22,763) 25.41 Forfeited(11,457) 26.31 Outstanding as of December 31, 202254,518$ 25.46 Share-based compensationShare-based compensation expense during the years ended December 31, 2022, 2021 and 2020, was as follows (in thousands):Year Ended December 31,202220212020Cost of revenue $ 7,629 $ 7,438 $ 7,865 Research and development 324,161 309,715 218,718 Sales and marketing 99,467 52,691 35,645 General and administrative 65,866 45,538 58,792 Total share-based compensation $ 497,123 $ 415,382 $ 321,020 As of December 31, 2022, we had $1,302.8 million of unrecognized share-based compensation expense, which we expect to recognize over a weighted-average period of 2.9 years.Fair value of stock optionsWe measure stock options based on their estimated grant date fair values, which we determine using the Black-Scholes option-pricing model, and we record the resulting expense in our consolidated statements of operations over the requisite service period, which is generally four years.We estimated the fair value of the stock options granted during the year ended December 31, 2022, using the Black-Scholes option-pricing model with the following assumptions:Year EndedDecember 31, 2022Expected term (in years)6.1Risk-free interest rate 3.2% Expected volatility 61.1% Dividend yield —% The key inputs we used in the Black-Scholes model are:•Expected term – The expected term represents the period we expect our share-based awards to be outstanding, which is also the period we used to measure risk-free interest rates and expected volatility. We estimated the expected term using the simplified method as we do not have sufficient historical stock option exercise data.•Risk-free interest rate – We estimated the risk-free interest rate based on zero-coupon U.S. Treasury notes.•Expected volatility – We estimated expected volatility based on a combination of our historical volatility and that of comparable publicly-traded companies.•Dividend yield – We applied a dividend yield of zero because we have never paid or declared dividends, and we have no plan to do so in the foreseeable future.Part II79 The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2022 was $11.79. Stock options granted during the years ended December 31, 2021 and 2020 were not material.10. Net income (loss) per shareWe present net income (loss) per share using the two-class method required for multiple classes of common stock. Holders of our Class A and Class B common stock have identical rights except with respect to voting, conversion and transfer rights and therefore share equally in our net income or losses.We calculate basic net income (loss) per share by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period.Diluted net income (loss) per share gives effect to all potential shares of common stock, including stock options, RSAs and RSUs to the extent these are dilutive. The calculation of diluted net income (loss) of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted net income (loss) of Class B common stock does not assume the conversion of those shares to Class A common stock.We calculated basic and diluted net income (loss) per share as follows (in thousands, except per share amounts):Year Ended December 31,202220212020Class AClass BClass AClass BClass AClass BBasic net income (loss) per share:Numerator:Net income (loss)$ (83,110) $ (12,937) $ 274,699 $ 41,739 $ (96,499) $ (31,824) Denominator:Basic weighted-average shares used in computing net income (loss) per share 576,061 89,671 555,608 84,422 448,392 147,872 Basic net income (loss) per share$ (0.14) $ (0.14) $ 0.49 $ 0.49 $ (0.22) $ (0.22) Diluted net income (loss) per share:Numerator:Net income (loss)$ (83,110) $ (12,937) $ 274,699 $ 41,739 $ (96,499) $ (31,824) Reallocation of net income as a result of conversion of Class B to Class A common stock — — 41,739 — — — Reallocation of net income to Class B common stock — — — (3,115) — — Diluted net income (loss)$ (83,110) $ (12,937) $ 316,438 $ 38,624 $ (96,499) $ (31,824) Denominator:Basic weighted-average shares used in computing net income (loss) per share 576,061 89,671 555,608 84,422 448,392 147,872 Conversion of Class B to Class A common stock — — 84,422 — — — Weighted average effect of dilutive potential common stock — — 51,621 — — — Diluted weighted-average shares used in computing net income (loss) per share 576,061 89,671 691,651 84,422 448,392 147,872 Diluted net income (loss) per share$ (0.14) $ (0.14) $ 0.46 $ 0.46 $ (0.22) $ (0.22) Part II80 Basic net loss per share is the same as diluted net loss per share for the periods we reported net losses. We excluded the following weighted-average potential shares of common stock from our calculation of diluted net income (loss) per share because these would be anti-dilutive (in thousands):Year Ended December 31,202220212020Outstanding stock options 17,405 — 40,067 Unvested restricted stock units and restricted stock awards 52,256 3,271 63,603 Total 69,661 3,271 103,670 11. Income taxesThe components of income (loss) before provision for income taxes are as follows (in thousands):Year Ended December 31,202220212020United States$ 29,108 $ 331,447 $ 49,973 Foreign (115,052) (10,476) (176,993) Income (loss) before provision for income taxes $ (85,944) $ 320,971 $ (127,020) Provision for income taxes consists of the following (in thousands):Year Ended December 31,202220212020Current:Federal$ 1,681 $ — $ — State 7,385 2,303 79 Foreign 4,381 2,957 691 Total current tax expense 13,447 5,260 770 Deferred:Federal (1,861) 6 654 State (356) 6 5 Foreign (1,127) (739) (126) Total deferred tax expense (benefit) (3,344) (727) 533 Provision for income taxes$ 10,103 $ 4,533 $ 1,303 Part II81 The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following (in thousands):Year Ended December 31,202220212020Tax at U.S. statutory rate$ (18,048) $ 67,404 $ (26,674) State income taxes, net of benefit 5,502 2,307 84 Foreign operations 26,985 4,448 37,716 Permanent book/tax differences 6,598 409 1,927 Legal settlement — — 2,290 Share-based compensation (20,663) (269,009) (303,245) Change in valuation allowance 62,048 278,761 352,410 Tax credits (52,319) (79,787) (63,205) Provision for income taxes$ 10,103 $ 4,533 $ 1,303 The primary difference between our effective tax rate and the federal statutory rate is the full valuation allowance we have established on our federal, state and foreign net operating losses and credits and for the year ended December 31, 2022 includes the effects of the capitalization and amortization of research and development expenses as required by the 2017 Tax Cuts and Jobs Act.Significant components of our deferred tax assets and liabilities are as follows (in thousands):December 31,20222021Deferred tax assets:Net operating loss carryforwards$ 900,200 $ 1,036,254 Research tax credits 473,248 401,219 Reserves, accruals, and other 31,502 29,641 Lease obligation 56,185 58,860 Share-based compensation 40,976 63,798 Research capitalization and amortization 208,373 — Total deferred tax assets 1,710,484 1,589,772 Less: valuation allowance (1,660,609) (1,539,889) Deferred tax assets, net of valuation allowance 49,875 49,883 Deferred tax liabilities:Depreciation and amortization (44,790) (47,952) Prepaid expenses (4,190) (2,036) Total deferred tax liabilities (48,980) (49,988) Deferred tax assets (liabilities)$ 895 $ (105) Due to our history of losses, we believe it is more likely than not that our U.S. and Irish deferred tax assets will not be realized as of December 31, 2022. Accordingly, we have established a full valuation allowance on our U.S. and Irish deferred tax assets. Our valuation allowance increased by $120.7 million during the year ended December 31, 2022, primarily due to U.S. federal and state tax credits and the effects of the capitalization and amortization of research and development expenses as required by the 2017 Tax Cuts and Job Act. Our valuation allowance increased by $363.0 million during the year ended December 31, 2021, primarily due to U.S. federal and state tax losses and credits incurred during the period.As of December 31, 2022, we had federal, California and other state net operating loss carryforwards of $3,636.5 million, $551.8 million and $1,501.5 million, respectively. Our federal carryforwards do not expire. If not utilized, our California and other state carryforwards will begin to expire in 2028 and 2026, respectively. Utilization of our net operating loss carryforwards may be subject to annual limitations due to the ownership change limitations provided by Section 382 of the Part II82 Internal Revenue Code and similar state provisions. Our net operating loss carryforwards could expire before utilization if subject to annual limitations. As of December 31, 2022, we had $173.2 million and $5.6 million of Irish and Other Foreign net operating loss carryforwards, respectively that can be carried forward indefinitely.As of December 31, 2022, we had federal and California research and development credit carryforwards of $426.5 million and $319.3 million, respectively. If not utilized, our federal carryforwards will begin to expire in 2030. Our California carryforwards do not expire.Changes in gross unrecognized tax benefits were as follows (in thousands):Gross UnrecognizedTax BenefitsBalance as of December 31, 2020$ 140,160 Increases for tax positions of prior years 2,906 Increases for tax positions of current year 61,993 Balance as of December 31, 2021$ 205,059 Increases for tax positions of prior years — Decreases for tax positions of prior years (3,347) Increases for tax positions of current year 38,226 Balance as of December 31, 2022$ 239,938 Recognizing the $239.9 million of gross unrecognized tax benefits we had as of December 31, 2022 would affect our effective tax rate by $3.2 million. The remaining $236.7 million of gross unrecognized tax benefits would be offset by the reversal of related deferred tax assets, which are subject to a full valuation allowance. We do not expect our gross unrecognized tax benefits to change significantly within the next 12 months. We recognize interest and penalties related to uncertain tax positions in provision for income taxes. Accrued interest and penalties are not material as of December 31, 2022 and 2021.We are subject to taxation in the U.S. and various other state and foreign jurisdictions. As we have net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. For material foreign jurisdictions, the tax years open to examination include the years 2017 and forward. We are currently under examination of our U.S. consolidated federal income tax return by the Internal Revenue Service for 2018 and 2019. We believe that we have adequately reserved for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. We have not recognized deferred taxes for the difference between the financial reporting basis and the tax basis of our investment in our foreign subsidiaries because we have the ability and intent to maintain our investments for the foreseeable future. If we were to remit earnings as of December 31, 2022, the residual taxes would not be material.Part II83 12. Geographical informationRevenue disaggregated by geography based on our customers’ billing addresses is as follows (in thousands):Year Ended December 31,202220212020U.S. and Canada(1)$ 2,264,640 $ 2,109,089 $ 1,464,344 Europe(2) 410,516 384,657 191,767 Rest of World 127,418 84,281 36,547 Total revenue$ 2,802,574 $ 2,578,027 $ 1,692,658 (1)United States revenue was $2,144.3 million, $2,003.6 million and $1,404.3 million as of December 31, 2022 and 2021 and 2020, respectively. No individual country other than the United States exceeded 10% of our total revenue for any period presented.(2)Europe includes Russia and Turkey.Property and equipment, net and operating lease right-of-use assets by geography is as follows (in thousands):December 31,20222021United States$ 205,374 $ 247,975 International(1) 60,454 33,338 Total property and equipment, net and operating lease right-of-use assets$ 265,828 $ 281,313 (1)No individual country other than the United States exceeded 10% of our total property and equipment, net and operating lease right-of-use assets for any period presented.13. Subsequent eventsOn February 2, 2023, our board of directors authorized a stock repurchase program of up to $500 million of our Class A common stock over the next 12 months. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our Class A common stock through open market purchases, in privately negotiated transactions or in other such manner as permitted by securities law and as determined by management at such time and in such amounts as management may decide. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time. We have not repurchased any of our Class A common stock under the repurchase program as of February 6, 2023.Part II84 Part II
Item 9. Changes in and disagreements
with accountants on accounting and
financial disclosure
None.
Item 9A. Controls and procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), has
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of the end of the period covered by this Annual
Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 2022, our
disclosure controls and procedures are effective to provide reasonable assurance that information we are required to
disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"), and that such
information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
Management's report on internal control over financial
reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our
internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment,
management has concluded that its internal control over financial reporting was effective as of December 31, 2022 to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with U.S. GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit
report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report
on Form 10-K.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under
the Exchange Act) during the period covered by this Annual Report on Form 10-K that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
Limitations on effectiveness of controls and procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that
management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to
their costs.
85
Part II
Item 9B. Other information
None.
Item 9C. Disclosure regarding foreign
jurisdictions that prevent inspections
None.
86
Part III
Item 10. Directors, executive officers and
corporate governance
The information required by this item is incorporated by reference to the sections titled “Proposal 1 - Election of
Directors” and “Other Matters” that will be included in our Definitive Proxy Statement for the 2023 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission (SEC) within 120 days of December 31, 2022 (the
"2023 Proxy Statement).
Item 11. Executive compensation
The information required by this item is incorporated by reference to the section titled “Proposal 3 – Advisory Non-
Binding Vote on our Named Executive Officers' Compensation” that will be included in our 2023 Proxy Statement.
Item 12. Security ownership of certain
beneficial owners and management and
related stockholder matters
The information required by this item is incorporated by reference to the section titled “Other Matters” that will be
included in our 2023 Proxy Statement.
Item 13. Certain relationships and
related transactions, and director
independence
The information required by this item is incorporated by reference to the sections titled “Proposal 1 – Election of
Directors” and “Other Matters” that will be included in our 2023 Proxy Statement.
Item 14. Principal accountant fees and
services
The information required by this item is incorporated by reference to the sections titled “Proposal 2 – Ratification of
Selection of Independent Auditor” that will be included in our 2023 Proxy Statement.
87
Part IVItem 15. Exhibits and financial statement schedulesThe following documents are filed as part of this Annual Report on Form 10-K:1.Consolidated Financial StatementsThe consolidated financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data.”2.Financial Statement SchedulesThe financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”3.ExhibitsThe exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.Exhibit NumberIncorporated by ReferenceExhibit DescriptionFormFile No.ExhibitFiling Date3.1Amended and Restated Certificate of Incorporation of the Company.8-K001-388723.2April 23, 20193.2Certificate of Change of Registered Agent8-K001-388723.1December 15, 20213.3Amended and Restated Bylaws of the Company8-K001-388723.1November 22, 20224.1Description of our Common Stock.10-K001-388724.2February 7, 20204.2Form of Indenture.10-K001-388724.3February 3, 202210.1Form of Indemnification Agreement between the Company and each of its directors and executive officers.S-1/A333-23045810.1April 8, 201910.2+Form of Executive Severance & Change in Control Agreement (CEO).S-1/A333-23045810.14April 8, 201910.3+Form of Amended and Restated Executive Severance & Change in Control Agreement (Non-CEO).10-K001-3887210.3February 3, 202210.4+Employment Agreement by and between Cold Brew Labs Inc. and Benjamin Silbermann, dated as of July 14, 2009.S-1/A333-23045810.3March 29, 201910.5+Confidential Information and Invention Assignment Agreement by and between Cold Brew Labs Inc. and Benjamin Silbermann, dated as of October 28, 2008.S-1/A333-23045810.4March 29, 201910.6+Offer Letter and Confidential Agreement and Invention Assignment Agreement by and between the Company and Todd Morgenfeld, dated as of September 19, 2016.S-1/A333-23045810.5March 29, 201910.7+Pinterest, Inc. 2009 Stock Plan, as amended.S-1333-23045810.7March 22, 201910.8+Pinterest, Inc. 2009 Stock Plan Notice of Stock Option Grant and Stock Option Agreement by and between the Company and Benjamin Silbermann, dated as of April 25, 2013.S-1333-23045810.8March 22, 201988 Part IV
10.9+
10.10+
Form of Pinterest, Inc. 2009 Stock Plan Restricted
Stock Unit Grant Notice and Restricted Stock
Unit Agreement
Acceleration Addendum to Pinterest, Inc. 2009 Stock
Plan Restricted Stock Unit Grant Notice and
Agreement by and between the Company and Todd
Morgenfeld, dated as of December 20, 2017.
10.11+
Pinterest, Inc. 2019 Omnibus Incentive Plan.
10.12+
10.13+
10.14+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Restricted Stock Unit Grant Notice and Agreement.
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Restricted Stock Grant Notice and Agreement.
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Stock Option Grant Notice and Agreement.
S-1 333-230458
10.9
March 22, 2019
S-1 333-230458
10.10
March 22, 2019
S-1/A 333-230458
S-1/A 333-230458
10.11
10.12
March 29, 2019
April 8, 2019
10-K
001-38872
10.14
February 7, 2020
10-K
001-38872
10.15
February 7, 2020
10.15+
Non-Employee Director Compensation Policy.
10-Q 001-38872
Pinterest, Inc. 2009 Stock Plan Notice of Stock Option
Grant and Stock Option Agreement.
S-8 333-230999
10.1
4.3
April 28, 2021
April 23, 2019
10.16+
10.17+
10.18+
10.19+
10.20+
10.21+
10.22+
10.23+
10.24+
10.25+
10.26+
10.27
21.1
23.1
10-Q 001-38872
10.2
April 28, 2021
10-Q 001-38872
10.3
April 28, 2021
10-Q 001-38872
10.2
November 4, 2021
8-K
001-38872
10.1
June 28, 2022
8-K
001-38872
10.2
June 28, 2022
8-K
001-38872
10.3
June 28, 2022
10-Q 001-38872
10.1
October 27, 2022
10-Q 001-38872
10.1
October 27, 2022
10-Q 001-38872
10.2
October 27, 2022
8-K
001-38872
10.1
December 6, 2022
Employment Agreement between Pinterest, Inc. and
Christine Flores dated as of February 27, 2017
Employment Agreement between Cold Brew Labs Inc.
and Evan Sharp dated as of May 13, 2011
Consulting Agreement dated October 13th, 2021 and
effective October 15, 2021, Evan Sharp
Offer Letter, dated June 22, 2022, between Pinterest,
Inc. and William Ready.
Executive Severance and Change in Control
Agreement, dated June 23, 2022 between Pinterest,
Inc. and William Ready.
Transition Letter, dated June 22, 2022 between
Pinterest, Inc. and Ben Silbermann.
Pinterest, Inc. 2019 Omnibus Incentive Plan Stock
Option Grant Notice and Agreement by and between
the Company and William Ready, dated as of June 29,
2022.
Pinterest, Inc. 2019 Omnibus Incentive Plan Restricted
Stock Award Grant Notice and Agreement by and
between Pinterest, Inc. and William Ready, dated as of
August 31, 2022.
Employment Agreement between Pinterest, Inc. and
Wanji Walcott dated as of November 14, 2022
Revolving Credit Agreement, by and among the
Company, the Guarantors and JP Morgan Chase Bank,
N.A., as administrative agent, dated as of
October 25, 2022.
Cooperation Agreement, dated December 6, 2022, by
and among Elliott Associates, L.P., Elliott International
L.P. and Pinterest, Inc.
List of Subsidiaries of Pinterest, Inc.
Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm.
89
Part IV
24.1
31.1
31.2
32.1
101.INS
Power of Attorney.
Certification of Principal Executive Officer pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of Principal Financial Officer pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. (a) and 15d-14(a),
Certifications of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Inline XBRL Instance Document (the instance
document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline
XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation
Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label
Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation
Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
+ Indicates a management contract or compensatory plan
Item 16. Form 10-K summary
None.
90
SignaturesPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.PINTEREST, INC.Date: February 6, 2023By:/s/ Todd MorgenfeldTodd MorgenfeldChief Financial Officer and Head of Business Operations(Principal Financial Officer)91 Power of attorney
The undersigned directors and officers of Pinterest, Inc. hereby constitute and appoint William Ready, Todd Morgenfeld
and Wanjiku Walcott, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same,
with all exhibits thereto, and all other documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the registrant in the capacities and on the dates indicated.
92
NameTitleDate/s/ William ReadyChief Executive Officer (Principal Executive Officer)February 6, 2023William Ready/s/ Jeffrey JordanDirectorFebruary 6, 2023Jeffrey Jordan/s/ Leslie J. KilgoreDirectorFebruary 6, 2023Leslie J. Kilgore/s/ Jeremy S. LevineDirectorFebruary 6, 2023Jeremy S. Levine/s/ Gokul RajaramDirectorFebruary 6, 2023Gokul Rajaram/s/ Fredric G. ReynoldsDirectorFebruary 6, 2023Fredric G. Reynolds/s/ Evan SharpDirectorFebruary 6, 2023Evan Sharp/s/ Benjamin SilbermannDirectorFebruary 6, 2023Benjamin Silbermann/s/ Salaam Coleman SmithDirectorFebruary 6, 2023Salaam Coleman Smith/s/ Marc SteinbergDirectorFebruary 6, 2023Marc Steinberg/s/ Andrea WishomDirectorFebruary 6, 2023Andrea Wishom/s/ Todd MorgenfeldChief Financial Officer and Head of Business OperationsFebruary 6, 2023Todd Morgenfeld(Principal Financial Officer)/s/ Andrea AcostaChief Accounting Officer (Principal Accounting Officer)February 6, 2023Andrea AcostaPower of attorney93 This page is intentionally left blank.
Helpful resources
Weblinks
Board of Directors
Pinterest Board
https://investor.pinterestinc.com/governance/board-of-directors/default.aspx
Committee Composition
https://investor.pinterestinc.com/governance/committee-composition/default.aspx
Board Committee Charters
Audit and Risk Committee
https://s23.q4cdn.com/958601754/files/doc_downloads/2022/Audit-and-Risk-Committee-
Charter.pdf
Talent Development and
Compensation Committee
https://s23.q4cdn.com/958601754/files/doc_downloads/2022/11/Talent-Development-
and-Compensation-Committee-Charter.pdf
Nominating and Corporate
Governance Committee
https://s23.q4cdn.com/958601754/files/doc_downloads/2022/11/Nominating-and-
Corporate-Governance-Committee-Charter.pdf
Financial Reporting
2022 Annual Report
Pinterest
Executive Profiles
Investor Overview
Governance Documents
https://d18rn0p25nwr6d.cloudfront.net/
CIK-0001506293/54d139a9-71d2-481e-98c4-85f9e643ab8e.pdf
https://investor.pinterestinc.com/governance/Executive-profiles/default.aspx
https://investor.pinterestinc.com/investor-overview/default.aspx
Amended and Restated Bylaws https://s23.q4cdn.com/958601754/files/doc_downloads/gov_doc/2022/11/Amended-
Restated-Bylaws.pdf
Amended and Restated
Certificate of Incorporation
https://s23.q4cdn.com/958601754/files/doc_downloads/gov_doc/Certificate-of-
Incorporation.pdf
Code of Business
Conduct & Ethics
Corporate Governance
Guidelines
Supplier Code of Conduct
ESG Report
2021 ESG Impact Report
https://s23.q4cdn.com/958601754/files/doc_downloads/gov_doc/2021/10/PIN2122-
CodeConduct2021-digitalEnglish-external.pdf
https://s23.q4cdn.com/958601754/files/doc_downloads/2022/11/Corporate-Governance-
Guidelines.pdf
https://s23.q4cdn.com/958601754/files/doc_downloads/gov_doc/2022/02/
PIN_CodeOfConduct2022_Supplier_english.pdf
https://s23.q4cdn.com/958601754/files/doc_downloads/2023/02/pinterest-2021-esg-
impact-report_inspiring-a-better-future.pdf
Weblinks are provided for convenience only and the content on the referenced websites does not constitute a part of this
proxy statement.
Contacts
Corporate Secretary
Pinterest, Inc.
651 Brannan Street
San Francisco California 94107
United States
Headquarters
651 Brannan Street
San Francisco, California 94107
(415) 762-7100
Investor Relations Website
investor.pinterestinc.com