Bill Ready
PINTERESTAbout Bill Ready
Bill Ready (age 45) is Chief Executive Officer and a director of Pinterest, serving since June 2022; he holds an MBA from Harvard Business School and a BS in Information Systems and Finance from the University of Louisville . Under Ready’s leadership, Pinterest accelerated revenue growth to 19% in 2024 (vs. 9% in 2023), reached 553M MAUs, generated $3.646B in revenue, $1.862B in net income, and over $1.0B in adjusted EBITDA . Company TSR from a 12/31/2019 $100 baseline stood at $156 at year-end 2024 (QNET peer group $173); while not tenure-pure, TSR contextualizes performance during his leadership transition period beginning mid-2022 . Governance remains investor-friendly with separated Chair/CEO roles and a Lead Independent Director structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alphabet (Google) | President, Commerce, Payments & Next Billion Users | Jan 2020 – Jun 2022 | Led commerce/payments and growth initiatives prior to joining Pinterest, bringing at-scale commerce and AI monetization expertise . |
| PayPal | EVP & COO (EVP through Dec 2019; COO 2016–2019); SVP, Global Head, Product & Engineering (2015–2016) | 2015 – 2019 | Ran product/engineering and operations; continued leadership of Braintree and Venmo post-acquisition, building payments operating scale . |
| Braintree | Chief Executive Officer | Oct 2011 – Dec 2013 | Scaled a leading payments gateway; sold to PayPal in 2013, integrating Venmo/buy-now-pay-later capabilities . |
| Accel Partners | Executive in Residence | Pre-2011 | Fintech investing/operator mentorship experience . |
| iPay Technologies | President | 2008 – 2011 | Led bill-pay platform; deepened fintech operating track record . |
| McKinsey & Company | Strategy Consultant | Early career | Advised financial technology clients; strategy and operating discipline . |
External Roles
| Organization | Role | Committee/Responsibilities | Years |
|---|---|---|---|
| Williams-Sonoma, Inc. | Director | Audit & Finance Committee; Compensation Committee | Current |
| Automatic Data Processing (ADP) | Director | Audit Committee; Corporate Development & Technology Advisory Committee | Current |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 203,030 | 516,667 | 600,000 |
| Annual Cash Bonus ($) | — | — | — |
Notes:
- Pinterest replaced the 2024 annual cash bonus with a one-year PSU program; base salaries for NEOs were unchanged in 2024 (CEO $600k) .
Performance Compensation
Annual/Short-term Incentive (2024 PSU program; vested March 1, 2025)
| Metric | Weight | Threshold (75% payout) | Target (100%) | Maximum (150%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($MM) | 50% | 3,475 | 3,568 | 3,690 | 3,646 | 132% |
| Adjusted EBITDA ($MM) | 50% | 840 | 896 | 947 | 1,001 | 150% |
| Overall | — | — | — | — | — | 141% |
Award mechanics and outcome:
- CEO 2024 Target PSU opportunity: 100% of salary ($600k), target 16,502 PSUs; actual earned 23,272 PSUs (141% payout), vested Mar 1, 2025 .
Long-term and Transition Awards
- 2024 Bridge PSUs (granted Dec 16, 2024): 286,442 target PSUs; rTSR vs Nasdaq CTA Internet Index over 1/1/2025–12/31/2026; payout 0–200%; vests on certification by Feb 14, 2027, subject to service .
- 2024 Bridge RSUs (granted Nov 19, 2024): 189,036 RSUs; vest 50% on Sep 20, 2026 and 50% on Dec 20, 2026, subject to service .
- 2025 PSUs (8‑K): Target value $18,000,000 (572,884 target PSUs); rTSR vs Nasdaq CTA Internet Index over 1/1/2025–12/31/2027; 0–200% payout; service-based vesting through certification .
Multi-year Equity and Options (CEO new-hire awards in 2022)
| Award | Grant | Size/Terms | Vesting |
|---|---|---|---|
| Stock Options | Jun 29, 2022 | 8,553,172 options @ $19.96; expire 6/29/2032 | 6.25% quarterly from Oct 20, 2022 through Jul 20, 2026, subject to service |
| RSAs (with $5M open-market share purchase) | Aug 31, 2022 | 934,579 RSAs; continued holding of the “Investment Shares” required | 6.25% quarterly from Oct 20, 2022 through Jul 20, 2026, subject to service and continued holding of Investment Shares |
Summary Compensation (CEO)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 203,030 | 21,532,700 | 100,815,383 | 100,622 | 122,651,735 |
| 2023 | 516,667 | — | — | 6,000 | 522,667 |
| 2024 | 600,000 | 17,537,031 | — | 6,000 | 18,143,031 |
Compensation architecture and governance:
- 2024 introduced a one-year PSU plan (Revenue and Adjusted EBITDA, 50/50) and, beginning 2025, the short-term incentive shifts to a performance-based cash award; long-term mix tilts toward PSUs (rTSR) to heighten pay-for-performance .
- Independent Compensation Committee (chair: Leslie Kilgore) engages Compensia as independent consultant; no interlocks .
- 2024 Say-on-Pay passed with 85.5% support; program adjusted to further strengthen alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,481,987 Class A shares; 1.08% of Class A outstanding . |
| Beneficial Components | Includes 5,345,731 shares issuable upon exercise of outstanding options; 534,573 options vesting within 60 days; and 58,412 restricted Class A shares vesting within 60 days . |
| Options Outstanding (12/31/24) | 4,811,159 exercisable and 3,742,013 unexercisable @ $19.96; expire 6/29/2032 . |
| Unvested RSAs/RSUs/PSUs | RSAs: 408,879 unvested (vesting through Jul 2026) ; RSUs: 189,036 vest Sep/Dec 2026 ; Bridge PSUs: target 286,442 (performance 2025–2026) ; 2025 PSUs: target 572,884 (performance 2025–2027) . |
| Ownership Guidelines | CEO must hold equity equal to 6x base salary within five years; unvested/unearned awards do not count . |
| Hedging/Pledging | Prohibited (hedging and pledging); limited exceptions require pre-approval for pledging; anti-derivatives and short sales prohibitions in place . |
Vesting cadence and potential supply:
- Quarterly vesting for 2022 option and RSA grants through July 20, 2026; Bridge RSUs vest in two tranches in H2’26; Bridge PSUs certify by Feb 2027; 2025 PSUs certify in early 2028 (post 12/31/2027 performance period) . These scheduled events can create predictable trading windows around open periods, though actual sales depend on 10b5‑1 plans and personal decisions (no Form 4 data referenced here) .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment | At‑will; written employment letter approved by the Board . |
| Severance (No CIC) | Lump-sum cash equal to up to 24 months base salary plus health continuation (period reduced with service); CEO also eligible upon resignation for “good reason” . |
| CIC + Termination (Double Trigger) | Full vesting of unvested equity (bridge PSUs vest at greater of target or actual to date of CIC), plus up to 24 months health continuation; “best net after-tax” cutback applies . |
| Single Trigger CIC | Not permitted; no single-trigger vesting . |
| Estimated Payments (12/31/24) | Without Cause: $27.42M total (incl. $0.64M cash; $26.78M accelerated equity); CIC Double Trigger: $60.79M total (incl. $0.64M cash; $60.15M equity); Death/Disability: $8.31M equity (bridge PSUs target on death; forfeiture on disability) . |
| Clawback | Mandatory recoupment for restatements; misconduct-based recovery of incentive comp (3-year lookback) . |
| Perqs/Pension/Deferred Comp | No significant perquisites; no pension/SERP; no nonqualified deferred comp . |
| Anti‑Hedging/Pledging | Prohibited as noted above . |
Board Governance (Bill Ready as Director)
- Role: Director since 2022; not independent due to CEO position; no Board committee assignments .
- Structure: Non‑Executive Chair (Benjamin Silbermann) and separate CEO; Lead Independent Director (Andrea Wishom) with strong responsibilities (agenda setting, executive sessions, investor outreach) .
- Independence: 9 of 11 directors independent; all Board committees fully independent .
- Attendance: The Board held 5 meetings in 2024; all directors attended ≥75% of aggregate Board/committee meetings .
- Director Pay: CEO receives no director compensation; non‑employee director program detailed separately .
Performance & Track Record
- KPI and P&L momentum: 2024 revenue $3.646B (up 19% YoY), net income $1.862B, adjusted EBITDA ~$1.032B; MAUs reached 553M; ARPU $6.94—reflects improved execution and monetization .
- Strategy/AI: Increased AI deployment across user experience and ads; launched lower‑funnel ad suite to improve advertiser ROAS and reduce costs .
- Pay-for-performance alignment: 2024 PSU funded at 141% on Revenue and Adjusted EBITDA outperformance; shift to rTSR PSUs in 2024/2025 to align with shareholder outcomes .
Compensation Structure Analysis
- Mix shift toward performance equity: Introduction of one‑year PSUs in 2024 and multi‑year rTSR PSUs (bridge PSUs and 2025 PSUs) increases at‑risk, performance‑based pay .
- Reduction of guaranteed cash: No annual cash bonus in 2024; base salary held flat; 2025 introduces performance‑based cash STIP vs. time‑based guarantees .
- Governance safeguards: Double-trigger vesting on CIC; no “single trigger,” no tax gross-ups on CIC; robust clawback; anti‑hedging/pledging; ownership requirements (6x salary for CEO) .
Equity and Options Detail (as of 12/31/24)
| Category | Shares/Terms |
|---|---|
| Options – Exercisable | 4,811,159 @ $19.96; expiry 6/29/2032 |
| Options – Unexercisable | 3,742,013 @ $19.96; expiry 6/29/2032 |
| RSAs (unvested) | 408,879, vest quarterly through 7/20/2026; continued holding of $5M Investment Shares required |
| 2024 PSUs (earned) | 23,272 (vested 3/1/2025) |
| 2024 Bridge RSUs | 189,036; 50% vests 9/20/2026, 50% vests 12/20/2026 |
| 2024 Bridge PSUs | 286,442 target; rTSR 2025–2026; certify by 2/14/2027 |
| 2025 PSUs | 572,884 target (value $18M); rTSR 2025–2027 |
Compensation Peer Group (for 2024 decisions)
Selective examples (full list in proxy): The Trade Desk, Roblox, Uber, Expedia, eBay, DoorDash, Snap, Spotify, Arista, Autodesk, CrowdStrike, Palo Alto Networks, Workday, Zoom, Okta, Coinbase, Twilio, Yelp, Zillow, SoFi, Electronic Arts, Docusign, Dropbox, Splunk; Etsy added in 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 85.5%; Compensation Committee incorporated feedback and further tightened pay‑for‑performance in 2024/2025 .
Employment Agreements & Restrictive Covenants
- Written employment letters; at-will; severance/change‑in‑control agreements define “good reason” for CEO and provide double‑trigger vesting on CIC separation; non‑compete/non‑solicit specifics not disclosed in proxy .
Related Party Transactions
- Not detailed for CEO in the cited sections; see “Related party transactions” section of the proxy for full disclosures (not excerpted here) .
Investment Implications
- Alignment improving: Greater weighting to multi‑year rTSR PSUs (bridge and 2025 PSUs) ties CEO pay directly to relative shareholder returns vs. internet peers, strengthening alignment and potential performance leverage .
- Scheduled vesting windows: Quarterly option/RSA vesting through July 2026, plus H2’26 RSU cliffs and 2027 PSU certification could create episodic liquidity events and insider trading plan activity; monitor 10b5‑1 filings and Form 4s for supply signals .
- Retention risk mitigated: Material unvested equity and double‑trigger CIC protection increase stickiness; estimated CEO CIC package at year‑end 2024 was ~$60.8M (mostly equity), while non‑CIC termination value was ~$27.4M .
- Governance quality: Separation of Chair/CEO, Lead Independent Director authority, fully independent committees, clawback, and anti‑hedging/pledging reduce governance red flags; CEO receives no director fees .
- Performance execution: 2024 revenue growth reacceleration, MAU scale, and adjusted EBITDA expansion suggest improved operating discipline under Ready’s tenure; track 2025–2027 rTSR PSU performance versus the Nasdaq CTA Internet Index for a leading indicator of payout leverage .
Key watch items: (1) PSU rTSR rank trajectories vs. QNET constituents, (2) cadence of vesting-related Form 4s/10b5‑1 adoptions, (3) any changes to severance/CIC terms, and (4) sustainability of revenue and EBITDA momentum relative to compensation performance curves. **[1506293_0001506293-25-000084_pins-20250408.htm:38]** **[1506293_0001506293-25-000084_pins-20250408.htm:39]** **[1506293_0001506293-25-000003_pins-20250106.htm:1]**