Andrea Wishom
PINTERESTAbout Andrea Wishom
Andrea Wishom is the Lead Independent Director at Pinterest and has served on the board since 2020. She is 55 and currently President of Skywalker Holdings LLC, overseeing diversified assets, HR, finance, and philanthropic initiatives; prior to Skywalker she spent over 20 years in senior production and executive roles at Harpo Productions (The Oprah Winfrey Show, Harpo Studios, OWN) . She holds a BA in English from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harpo Productions | Various production, programming, development and executive roles; most recently Executive Vice President | Over 20 years | Senior operational leadership across content businesses |
| Skywalker Holdings LLC | President | Since 2017 | Oversees >$1B in assets, HR, finance, philanthropy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tory Burch LLC (private) | Director | Current | Fashion/lifestyle company board service |
| Inflection AI (private) | Director | Current | AI company board service |
| Nextdoor Holdings, Inc. (public) | Director | 2021–2023 | Former public board service |
Board Governance
- Lead Independent Director; independent under NYSE standards; director since 2020 .
- Committee assignment: Talent Development & Compensation Committee (member). Compensation Committee held 5 meetings in 2024 .
- Board engagement: Board held 5 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director responsibilities include presiding over executive sessions, approving board agendas with the Chair/CEO, ensuring timely information flow, providing CEO performance feedback, and investor consultations upon request .
| Attribute | Detail |
|---|---|
| Independence | Board affirmed Wishom is independent (NYSE standards) |
| Board Role | Lead Independent Director; liaison between independent directors and Chair/CEO |
| Committees | Compensation Committee (member); Comp Committee had 5 meetings in 2024 |
| Attendance | ≥75% of board and applicable committees in 2024; attended 2024 annual meeting |
| Years of Service | Director since 2020 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 50,000 | 2024 policy |
| Lead Independent Director Retainer | 75,000 | Increased in Feb 2024 (from $37,500) |
| Compensation Committee Member Fee | 10,000 | 2024 policy |
| 2024 Fees Earned/Paid in Cash (Actual) | 129,643 | Reported for Wishom |
Performance Compensation
Directors receive time-based RSUs; no performance metrics apply to director equity grants.
| Equity Component | Grant Date Fair Value ($) | Vesting | Outstanding Units |
|---|---|---|---|
| Annual Director RSUs | 259,995 | Vests in full on earlier of first anniversary or day before next annual meeting | 6,274 RSUs outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None |
| Prior Public Company Boards | Nextdoor Holdings, Inc. (2021–2023) |
| Notable Private Boards | Tory Burch LLC; Inflection AI |
| Interlocks/Conflicts | Board states independence; company engages from time to time with entities where directors serve, in ordinary course at arm’s-length; no specific Wishom-related transactions disclosed |
Expertise & Qualifications
- Media/content leadership, C-suite operational experience, governance exposure from board roles .
- Lead Independent Director capabilities: board process leadership, agenda-setting, executive session oversight, investor engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Class A) | 45,172 shares | Includes 6,274 RSUs vesting within 60 days of 3/26/2025; <1% of Class A |
| Ownership as % of Outstanding | <1% | As reported (“*”) |
| RSUs (Unvested, near-term) | 6,274 | Expected to vest within 60 days of 3/26/2025 |
| Stock Ownership Guidelines | ≥5x annual cash retainer | Directors must comply within 5 years; all directors met or are on track |
| Hedging / Pledging | Prohibited (pledging only with advance approval); short-selling/options prohibited | Insider Trading Policy |
Insider Trades
| Indicator | 2024 Status |
|---|---|
| Delinquent Section 16(a) filings | Proxy notes late filings for Madrigal, Bergh, Silbermann; no late filings referenced for Wishom |
Governance Assessment
-
Strengths:
- Lead Independent Director role reinforces board independence, structured responsibilities and investor engagement pathways .
- Independent Compensation Committee membership; committee uses an independent consultant (Compensia) and follows robust pay governance (clawback, double-trigger CIC, anti-hedging/pledging) .
- Attendance threshold met; active board/committee cadence (5 board meetings; 5 compensation committee meetings) .
- Ownership alignment through 5x retainer guideline; directors on track or met; annual RSU grant provides equity exposure .
-
Potential risks/RED FLAGS:
- None disclosed specific to Wishom: no related-party transactions, no late Section 16 filings, no pledging; director independence affirmed .
- Multi-board commitments are limited; Pinterest guidelines cap service at ≤5 public companies; Wishom currently has no public boards (mitigates overboarding risk) .
-
Compensation structure signals:
- 2024 increases elevated LID cash retainer to market (from $37,500 to $75,000), modest committee fee adjustments; equity remains majority of director comp through $260k RSU annual grant—balanced cash/equity mix aligning with investor expectations .
Overall, Wishom’s governance profile—lead independent oversight, independence, attendance, and equity alignment—supports board effectiveness and investor confidence, with no conflicts or red flags disclosed in the latest proxy .