Fredric Reynolds
PINTERESTAbout Fredric Reynolds
Fredric G. Reynolds (age 74) is an independent Class II director of Pinterest, Inc. since 2017; he is a former Executive Vice President and Chief Financial Officer of CBS Corporation and previously held senior finance and leadership roles at Viacom, Westinghouse, and PepsiCo. He holds a Bachelor in Business Administration from the University of Miami and is a Certified Public Accountant, bringing deep financial, leadership, and media expertise to the board. Reynolds currently serves on the Audit & Risk Committee and is designated an “audit committee financial expert” by the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBS Corporation | EVP & CFO | 2006–2009 | Senior financial leadership; public company CFO experience |
| Viacom Television Stations Group | President & CEO | 2001–2005 | Operational leadership of stations group |
| Viacom Inc. | EVP & CFO | 2000–2001 | Corporate finance leadership |
| Westinghouse Electric (predecessor of CBS) | EVP & CFO | Not specified | Corporate finance leadership |
| PepsiCo and subsidiaries (Pizza Hut, Pepsi-Cola International, KFC Worldwide, Frito-Lay) | CFO/Financial Officer roles | ~12 years | Multi-segment finance leadership in consumer sector |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| RTX Corporation (formerly Raytheon Technologies) | Lead Director | Current | Governance & Public Policy; Human Capital & Compensation |
| Mondelez International, Inc. (formerly Kraft Foods) | Director | 2007–2022 | Not specified |
| MGM Holdings Inc. | Director | 2010–2022 | Not specified |
Board Governance
- Committee assignments: Audit & Risk Committee member; board-designated audit committee financial expert alongside the Audit Chair (Scott Schenkel). Audit Committee held 8 meetings in 2024.
- Independence: Board determined Reynolds is independent under NYSE rules; 9 of 11 directors are independent.
- Attendance: In 2024, the board held 5 meetings; each director attended at least 75% of the aggregate board and applicable committee meetings.
- Tenure: Director since 2017; Class II director continuing in office until the 2027 annual meeting.
- Board leadership context: Separate Chair (Benjamin Silbermann) and CEO (Bill Ready); Lead Independent Director role (Andrea Wishom) with executive session responsibilities.
- Governance practices: Limits on serving on no more than five public company boards (including PINS); independent committees; annual self-evaluations; stock ownership guidelines; clawback; anti-hedging/pledging.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $64,714 | Includes $50,000 annual retainer and $13,000 audit committee member fee (paid quarterly; slight variance reflects pro‑ration/timing) |
| Equity (RSUs grant-date fair value) | $259,995 | Standard annual RSU grant for non‑employee directors |
| Total | $324,709 | Sum of cash and equity values |
Program structure (non-employee directors, 2024): Annual cash retainer $50,000; audit committee member $13,000; audit chair $26,000; governance chair $12,000 ($15,000 starting 2025); governance member $6,000 ($7,500 starting 2025); compensation chair $20,000; compensation member $10,000; lead independent director $75,000; non-executive chair $40,000; annual RSU grant ~$260,000; initial RSU grant ~$400,000 for new directors.
Performance Compensation
| Item | Terms | Metric |
|---|---|---|
| Annual Director RSUs | Vest in full on earlier of one year from grant or day prior to next annual meeting (accelerate on change in control) | No performance metrics; time-based vesting only |
| Performance-based awards | Not applicable to directors | None disclosed for directors |
There are no performance metrics (e.g., revenue, EBITDA, TSR) tied to non-employee director compensation; equity awards are time-vested RSUs.
Other Directorships & Interlocks
| Company | Relationship to Pinterest | Potential Interlocks/Conflicts |
|---|---|---|
| RTX Corporation | External board (lead director) | No related-party transactions disclosed involving Reynolds; company notes periodic ordinary-course business with entities affiliated with directors but no material transactions >$120,000 beyond those disclosed (none for Reynolds). |
Expertise & Qualifications
- Credentials: CPA; extensive public company CFO experience (CBS, Viacom), broad financial and media expertise; board service at large public companies.
- Board-designated audit committee financial expert status at Pinterest.
- Skills matrix alignment: Finance and governance expertise; other public company board experience.
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Class A common shares | 96,809 | Beneficially owned; less than 1% of class |
| Class B common shares | 100,000 | Beneficially owned; less than 1% of class; Class B carries 20 votes/share |
| RSUs outstanding (12/31/2024) | 6,274 | Unvested RSUs outstanding as of year-end 2024 |
| Options | None disclosed | No options listed for Reynolds in ownership table |
Stock ownership guidelines (directors): Must hold Pinterest stock equal to at least 5x annual cash retainer; compliance required within five years; directors not in compliance must retain 50% of net shares from vesting until compliant. As of proxy date, all non-employee directors have met or are on track. Anti-hedging and pledging policy applies.
Governance Assessment
- Strengths: Independent director with deep CFO credentials; audit committee financial expert designation; high governance standards (clawback, anti-hedging/pledging, stock ownership guidelines) and robust audit committee activity (8 meetings in 2024).
- Alignment: Director compensation is heavily equity-based (roughly 80% of 2024 total), supporting alignment without performance gaming risk; stock ownership guideline reinforces skin-in-the-game.
- Engagement: Attendance at least 75% of board/committee meetings; board maintains active risk oversight via audit committee.
- Conflicts/Related-party exposure: No related-party transactions disclosed involving Reynolds; company’s related-party policy and 2024 disclosure identify a single legal fee reimbursement for the Chair’s spouse; no other transactions exceeding $120,000.
- RED FLAGS: None observed specific to Reynolds (no pledging/hedging allowed; no late Section 16 filings attributed to Reynolds; independence affirmed). Late filings in 2024 were noted for other individuals (Madrigal, Bergh, Silbermann).
Company-wide investor confidence signals: Say‑on‑pay support was 85.5% in 2024, indicating general shareholder alignment with compensation governance, though this pertains to NEOs rather than directors.