Julia Brau Donnelly
PINTERESTAbout Julia Brau Donnelly
Julia Brau Donnelly is Chief Financial Officer of Pinterest (PINS), serving since June 20, 2023; she is 42 years old and holds an MBA from Harvard Business School and a BA in Economics from Stanford University . Her 2024 performance-linked equity (PSUs) was tied 50/50 to revenue and adjusted EBITDA, both set above 2023 levels; actual 2024 results achieved $3,646 million revenue vs $3,568 million target (132% payout) and $1,001 million adjusted EBITDA vs $896 million target (150% payout), yielding a 141% overall PSU payout that vested March 1, 2025 . Base salary for NEOs, including Donnelly, was $600,000 in 2024 under a pay-for-performance framework emphasizing equity and performance awards, and moving to performance-based cash awards for 2025 short-term incentives . She joined under a 2023 offer letter with $13 million in RSUs vesting quarterly over 24 months, plus a $500,000 upfront bonus and a $500,000 additional discretionary bonus, alongside entry into the company’s standard severance and change-in-control agreement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wayfair Inc. | VP, Global Head of Finance & Accounting | Sep 2019–Jun 2023 | Oversaw accounting, financial operations, tax, capital markets, investor relations, corporate development, strategic operations finance, strategic corporate finance, and procurement . |
| Wayfair Inc. | Head of Corporate Finance | Aug 2017–Sep 2019 | Led corporate finance function supporting strategic objectives and market-facing initiatives . |
| Wayfair Inc. | Director, Strategic Finance & Investor Relations | Mar 2016–Aug 2017 | Directed strategic finance and IR, supporting capital markets communications and planning . |
| Thomas H. Lee Partners | Private Equity Investor | Pre-2016 (dates not specified) | Investor in technology and media; board experience on Agencyport Software and iHeartMedia . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agencyport Software | Board Director | Not disclosed | Governance and oversight in enterprise software portfolio context . |
| iHeartMedia | Board Director | Not disclosed | Governance and oversight in media portfolio context . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 320,455 | 600,000 |
| Bonus ($) | 1,000,000 | — |
| All Other Compensation ($) | 211,420 | 1,009,395 (incl. $531,297 relocation reimbursement and $472,098 tax gross-up; $6,000 401(k)) |
| Total ($) | 16,527,467 | 5,492,370 |
- 2024 NEO base salaries were standardized at $600,000, consistent with committee review and pay philosophy .
Performance Compensation
2024 PSU Design and Outcomes
| Metric | Weighting | Threshold (75% payout) | Target (100% payout) | Max (150% payout) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 3,475 | 3,568 | 3,690 | 3,646 | 132% |
| Adjusted EBITDA ($mm) | 50% | 840 | 896 | 947 | 1,001 | 150% |
| Overall PSU Payout | — | — | — | — | — | 141% |
- Target PSU opportunity was set as a percentage of base salary; Donnelly’s was 80% ($480,000 target value), with target 13,202 PSUs and actual earned 18,618 PSUs vesting March 1, 2025 .
- Adjusted EBITDA definition for PSU measurement excludes payroll taxes on share-based compensation (beginning with the 2024 10-K), aligning incentive calculations with committee-approved methodology .
2024 Equity Grants (Long-term)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (2024) | 4/11/2024 | Target 13,202; earned 18,618 | 449,132 (target value) | One-year performance period (1/1/2024–12/31/2024), vested 3/1/2025 . |
| RSUs | 4/11/2024 | 100,936 | 3,433,843 | Two equal installments in Sept and Dec 2025, subject to continued employment . |
- 2025 STI structure shifts to performance-based cash (replacing one-year PSUs), maintaining pay-for-performance alignment .
Equity Ownership & Alignment
| As-of Date | Class A Shares Owned | % of Class A | Unvested RSUs (Grant 7/13/2023) | Unvested RSUs (Grant 4/11/2024) | Unearned/Unvested PSUs |
|---|---|---|---|---|---|
| Record date (Mar 26, 2025) | — | — | 130,943 (market value $3,797,347 at $29.00) | 100,936 (market value $2,927,144 at $29.00) | — (2024 PSUs already vested on 3/1/2025) |
- Ownership table counts only vested and exercisable shares within 60 days; unvested RSUs/PSUs are excluded from beneficial ownership calculations .
- Stock ownership guidelines require 3× base salary for executives, with a five-year compliance window; unvested awards and unexercised options do not count toward compliance .
- Anti-hedging and pledging policies prohibit hedging and pledging of company stock (unless approved in advance), as well as margin purchases or short sales, reducing misalignment risk .
Vesting Schedules and Potential Selling Pressure
- 2023 hire grant: $13 million RSUs vesting quarterly over 24 months from June 2023, implying continued quarterly vesting through mid-2025, creating foreseeable supply events tied to scheduled RSU deliveries .
- 2024 RSU grant: 100,936 RSUs vest in September and December 2025, concentrating delivery into two dates, which may increase near-term liquidity/sale decisions around vesting .
Employment Terms
2023 Offer Letter (CFO Appointment)
| Term | Detail |
|---|---|
| Effective Date | June 20, 2023 . |
| Base Salary | $600,000 . |
| Equity | RSUs with aggregate $13 million grant value, vesting quarterly over 24 months (continued service required) . |
| Bonuses | $500,000 one-time upfront bonus (earned pro-rata over first year); $500,000 additional discretionary bonus paid Sep 2023 (earned pro-rata over subsequent 12 months); repayment/forfeit provisions if departure within specified windows . |
| Agreements | Standard executive severance and change-in-control agreement; standard indemnification agreement . |
Potential Termination Payments (as of 12/31/2024 at $29.00/share)
| Scenario | Lump Sum Severance ($) | Accelerated Equity Value ($) | Total ($) |
|---|---|---|---|
| Termination Without Cause | 600,485 (includes base salary and estimated health continuation over 12 months) | 7,264,413 | 7,864,898 |
| Double-Trigger (CIC + termination without cause/for good reason) | 600,485 | 7,264,413 | 7,864,898 |
- Equity acceleration mechanics: in a no-cause termination, awards scheduled to vest over the next 12 months are valued at $29.00/share; under double-trigger, all unvested RSUs/PSUs/options as of year-end are accelerated and valued at $29.00/share less option strike where applicable .
- Company policy explicitly avoids single-trigger vesting and tax gross-ups on change-in-control payments; a clawback policy applies to incentive compensation restatements or misconduct, and executives must meet stock ownership requirements .
- 2024 “All Other Compensation” included relocation reimbursement ($531,297) and related tax gross-up ($472,098), a notable one-time perquisite .
Compensation Structure Analysis
- Shift to one-year PSUs for 2024 and performance-based cash awards for 2025 enhances line-of-sight to annual financial execution while preserving long-term equity incentives via RSUs .
- Base cash compensation remains modest versus equity grants, consistent with a philosophy emphasizing long-term value creation and competitive alignment with peer benchmarks .
- Governance features include a fully independent compensation committee with an independent consultant (Compensia) and “double-trigger” CIC vesting, limiting windfalls and improving alignment .
- 2024 say-on-pay support of 85.5% indicates shareholder endorsement of program design and pay outcomes .
Investment Implications
- Alignment: Donnelly’s pay-for-performance exposure is meaningful, with 2024 PSUs paying 141% based on above-target revenue and adjusted EBITDA, indicating strong operational execution against challenging goals; future STI moves to cash-based performance in 2025, maintaining incentive alignment .
- Retention and supply: Quarterly vesting from the $13 million 2023 hire grant through mid-2025 and two large 2025 RSU tranches (Sept/Dec) create predictable delivery windows that could translate to insider-selling supply if shares are sold upon vesting, though the ownership policy requires retention toward a 3× salary threshold .
- Governance risk: Anti-hedging/pledging policies and double-trigger CIC vesting reduce governance red flags; no tax gross-ups on CIC payments, though a one-time relocation gross-up was paid in 2024 .
- Severance economics: Modeled termination values suggest ~1× salary plus health benefits and material equity acceleration under both no-cause and double-trigger scenarios, implying moderate CIC expense and consistent retention incentives tied to continued service .
- Peer benchmarking and shareholder support: A well-curated compensation peer group and strong say-on-pay approval (85.5%) reduce the likelihood of pay-related activism and support the sustainability of current incentive frameworks .