Chip Bergh
PINTERESTAbout Chip Bergh
Chip Bergh (age 67) is an independent Class I director at Pinterest and currently chairs the Nominating & Corporate Governance Committee (effective April 1, 2025) and serves on the Talent Development & Compensation Committee . He joined the Pinterest Board in 2024 and is a Senior Lecturer at Harvard Business School; previously he was President & CEO of Levi Strauss & Co. (2011–2024) and spent 28 years at Procter & Gamble in brand and general management roles . Education: BA in International Affairs, Lafayette College . Independence: the Board affirmatively determined Bergh is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levi Strauss & Co. | President & CEO; Director | 2011–2024 | Led global apparel company; CEO experience |
| Procter & Gamble (P&G) | Brand, GM, executive leadership | 28 years (prior to 2011) | Extensive consumer/brand management background |
| Harvard Business School | Senior Lecturer | Current | Academic role; governance/leadership expertise |
External Roles
| Organization | Role | Committees |
|---|---|---|
| HP Inc. | Non‑Executive Chair; Director | HR & Compensation Committee; Nominating, Governance & Social Responsibility Committee |
| VF Corporation | Former Director | Not disclosed |
| Economic Development Board of Singapore | Former Board member | Not disclosed |
Board Governance
- Current Pinterest committee roles: Chair, Nominating & Corporate Governance Committee (effective April 1, 2025); Member, Talent Development & Compensation Committee .
- Committee cadence in 2024: Governance Committee held 4 meetings; Compensation Committee held 5; Audit & Risk Committee held 8 .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of aggregate Board and committee meetings .
- Independence: Board determined Bergh (and all committee members) meet NYSE independence standards; nine of eleven directors are independent .
- Governance practices: Limits service to no more than five public company boards (including Pinterest); proxy access; annual self‑evaluation; stock ownership minimums; resignation policy; lead independent director structure .
- Committee oversight: Governance oversees ESG, board effectiveness, succession planning; Compensation oversees director and employee compensation, clawback policy, and talent development .
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Fees Earned (Cash) – 2024 | $42,429 | Pro‑rated given May 2024 appointment; includes committee service |
| Equity Awards – 2024 | $659,966 (grant‑date fair value) | Annual RSU plus initial RSU grant upon appointment |
| Total – 2024 | $702,395 | Fees + RSU grant‑date value |
Director compensation policy (2024/2025 updates):
| Cash Retainers | Chair | Member |
|---|---|---|
| Board Annual Retainer | $50,000 | — |
| Non‑Executive Chair Add’l | $40,000 | — |
| Lead Independent Director Add’l | $75,000 | — |
| Audit Committee | $26,000 | $13,000 |
| Compensation Committee | $20,000 | $10,000 |
| Governance Committee (2024) | $12,000 | $6,000 |
| Governance Committee (2025) | $15,000 | $7,500 |
Equity retainer structure:
- Initial RSU grant approx. $400,000, vesting in equal annual installments over three years .
- Annual RSU approx. $260,000, vests fully by first anniversary or prior to next annual meeting .
Performance Compensation
- No performance‑based director compensation disclosed; equity grants to non‑employee directors are time‑based RSUs (not tied to revenue/EBITDA/TSR) .
- Company‑wide clawback policy applies to Section 16 officers (not typically directors), with recovery for restatements or misconduct; anti‑hedging/pledging applies to directors .
Director grant details (Chip Bergh):
| Grant Type | Grant Date | Shares | Grant‑Date Value | Vesting |
|---|---|---|---|---|
| Initial RSU (upon appointment) | May 2024 | 9,378 | Included in 2024 stock awards total | 3‑year equal annual tranches |
| Annual Director RSU | 2024 | Not disclosed in shares; policy $260,000 | Included in 2024 stock awards total | Vests by 1st anniversary/next meeting |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public Boards | HP Inc. (Non‑Executive Chair; HR & Comp; Nominating/Governance/Social Responsibility) |
| Interlocks/Ordinary‑course dealings | Pinterest periodically does business with entities where directors are employed or serve on boards; arrangements are ordinary‑course and arm’s‑length per company statement . |
Expertise & Qualifications
- CEO experience at Levi Strauss & Co.; global leadership in sales, marketing, and e‑commerce; extensive public company board experience .
- Academic governance/leadership perspective as Senior Lecturer, Harvard Business School .
- Skills matrix: Governance, Management, Global, E‑commerce experience among Board skill categories .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 9,886 (includes 9,399 RSUs vesting within 60 days of 3/26/2025) |
| % of Class A outstanding | <1% (asterisk denoting less than 1%) |
| Class B shares | None disclosed |
| RSUs outstanding (as of 12/31/2024) | 15,652 |
| Stock ownership guideline | Non‑employee directors: 5× annual cash retainer; compliance met/on‑track within required timeframe |
| Hedging/Pledging | Prohibited for directors (pledging only with advance approval); anti‑hedging policy applies |
| Section 16 compliance note | Administrative late filing: Form 3/A to add shares owned by Bergh prior to joining the board was filed late |
Governance Assessment
- Strengths: Independent director with deep CEO and global consumer experience; now chairs Governance Committee (effective April 1, 2025), aligning board refreshment/ESG oversight with seasoned leadership . Compensation Committee membership enhances alignment on talent and pay oversight; robust anti‑hedging/pledging and ownership guidelines support investor alignment . Attendance thresholds met in 2024; board maintains strong governance practices (proxy access, service cap, lead independent director) .
- Potential risks/monitorables: Minor late Section 16 administrative filing (Form 3/A) noted; monitor future filing timeliness . Pinterest periodically engages with companies affiliated with directors; while ordinary‑course and arm’s‑length per disclosure, maintain vigilance for related‑party conflicts; none material involving Bergh disclosed .
- Compensation mix: Director pay is standard market structure with cash retainers and time‑based RSUs; no discretionary bonuses or options for directors; governance committee chair fee increased in 2025 modestly, consistent with market alignment .
- Ownership alignment: Bergh’s beneficial ownership is modest (<1%); RSU holdings and 5× retainer ownership guideline (with compliance on track) provide baseline alignment; anti‑hedging/pledging policy further strengthens alignment .
RED FLAGS: None material disclosed specific to Bergh (no related‑party transactions; no hedging/pledging disclosed; minor late Form 3/A administrative issue) .