Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy
The purpose of this Non-Employee Director Compensation Policy (the Policy) of Pinterest, Inc., a Delaware corporation (the Company), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (Non-Employee Directors). In furtherance of this purpose, all Non-Employee Directors shall be compensated for services provided to the Company as set forth below:
a. Annual Retainer for Board Membership: $50,000 for service as a member of the Companys Board of Directors (the Board of Directors).
b. Additional Annual Retainer for Non-Executive Chairperson: $40,000 per year for service as the Non-Executive Chairperson of the Board of Directors.
c. Additional Annual Retainer for Lead Independent Director: $20,000 per year for service as the Lead Independent Director of the Board of Directors.
d. Additional Annual Retainers for Committee Membership:
Audit Committee Chair
Audit Committee Member (other than the Chair)
Compensation Committee Chair
Compensation Committee Member (other than the Chair)
Nominating and Corporate Governance Committee Chair
Nominating and Corporate Governance Committee Member (other than the Chair)
e. Payment of Annual Retainers; Pro-Ration: All cash retainers shall be paid prospectively on a quarterly basis, pro-rated (i) for any Non-Employee Director whose service (or whose service in any of the additional capacities described above) commences during a calendar year, and (ii) for the calendar year in which the Companys initial public offering (the IPO) occurs, such that the annual retainer is reduced proportionately for any calendar month prior to the month in which such service commenced or the closing of the IPO occurred, respectively.
Grants of equity awards to Non-Employee Directors pursuant to this Policy will be automatic and nondiscretionary (without the need for any additional corporate action by the Board of Directors or the Compensation Committee) and will be made in accordance with the following provisions:
a. Initial Equity Grant. Other than Non-Employee Directors that are serving on the Board of Directors as of the date of the IPO, on the date on which any Non-Employee Director is first elected or appointed to the Board of Directors, he or she shall receive an initial grant of restricted stock units (RSUs) under the Companys 2019 Stock Plan (the Plan) determined by dividing $400,000 by the Fair Market Value (as defined in the Plan) on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board of Directors for such purpose prior to such grant (the Initial Equity Grant). The RSUs subject to the Initial Equity Grant shall vest in three equal, annual installments on each anniversary of the date of grant, subject to such Non-Employee Directors continued service as a Non-Employee Director through each such vesting date.
b. Annual Equity Grant. Each Non-Employee Director shall receive an annual grant of RSUs under the Plan determined by dividing $250,000 by the Fair Market Value on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board of Directors for such purpose prior to such grant (the Annual Equity Grant). The RSUs subject to the Annual Equity Grant shall vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the Companys next regular annual shareholders meeting, in either case subject to such Non-Employee Directors continued service as a Non-Employee Director through such vesting date. The first Annual Equity Grant shall be made on the closing date of the IPO. All subsequent Annual Equity Grants shall be made on the day immediately after the Companys regular annual shareholders meeting to Non-Employee Directors who are serving on the Board on such date.
c. Acceleration. All RSUs granted pursuant to this Policy shall vest in full immediately prior to, but conditioned upon, the consummation of a Change in Control (as defined in the Plan).
d. Revisions. The Board of Directors in its discretion may change and otherwise revise the terms of awards to be granted pursuant to this Policy, including, without limitation, the number of shares subject thereto or the vesting terms of such awards, on a prospective basis, to the extent permitted by the Plan.
The Company will not reimburse any out-of-pocket expenses incurred by Non-Employee Directors in attending meetings of the Board of Directors or any Committee thereof.
ADOPTED: March 21, 2019