Leslie Kilgore
PINTERESTAbout Leslie Kilgore
Leslie Kilgore is an independent director of Pinterest (PINS), serving since 2019, and currently chairs the Talent Development & Compensation Committee; she is 59 and holds an MBA from Stanford GSB and a BS from the Wharton School. Kilgore was Chief Marketing Officer at Netflix (2000–2012), Director of Marketing at Amazon (1999–2000), and held brand roles at Procter & Gamble (1992–1999), and she currently serves on Netflix’s board and the audit committee; she also serves on the board of Discord and previously served on boards at Nextdoor (2021–2023), Medallia (2015–2021), and LinkedIn (2010–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Netflix, Inc. | Chief Marketing Officer | 2000–2012 | Led global consumer marketing during streaming scale-up |
| Amazon.com, Inc. | Director of Marketing | 1999–2000 | E-commerce growth marketing |
| Procter & Gamble | Brand Manager and other roles | 1992–1999 | Consumer brand management |
External Roles
| Organization | Role | Public/Private | Tenure | Committees |
|---|---|---|---|---|
| Netflix, Inc. | Director | Public | Current | Audit committee member |
| Discord Inc. | Director | Private | Current | Not disclosed |
| Nextdoor Holdings, Inc. | Director | Public | 2021–2023 | Not disclosed |
| Medallia, Inc. | Director | Public | 2015–2021 | Not disclosed |
| LinkedIn Corp. | Director | Public | 2010–2016 | Not disclosed |
Board Governance
- Independent status: The board affirmatively determined Kilgore is independent under NYSE standards; nine of eleven directors are independent .
- Committee leadership: Chairs the Talent Development & Compensation Committee; current members are Kilgore (chair), Chip Bergh, Gokul Rajaram, and Andrea Wishom .
- Committee scope: Oversees executive and director pay, equity plans, succession planning, clawback policy administration, and talent development .
- Attendance: In 2024 the board held five meetings; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
| Committee Metric | 2023 | 2024 |
|---|---|---|
| Compensation Committee meetings (count) | 6 | 5 |
| Board meetings (count) | 5 | 5 |
| Director attendance threshold met (≥75%) | Yes | Yes |
- Compensation consultant: Compensia engaged; committee evaluated independence and found no conflict of interest .
- Broader governance policies: No hedging/pledging by employees/directors; proxy access; minimum stock ownership; separate Chair and CEO roles; fully independent committees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $76,250 | $70,000 |
Director compensation program (context):
- Annual cash retainer: $50,000; Compensation Committee chair fee: $20,000; member fee: $10,000; Audit chair/member: $26,000/$13,000 (2024); Governance chair/member: $12,000/$6,000 (2024), increased to $15,000/$7,500 in Feb 2025 .
- Additional retainers: Non-Executive Chair $40,000; Lead Independent Director $75,000 (increased from $37,500 in Feb 2024) .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) (RSUs grant-date fair value) | $259,988 | $259,995 |
| RSUs Outstanding at year-end (#) | 10,730 | 6,274 |
| Vesting Schedule (annual RSU) | Vests fully on earlier of first anniversary or day prior to next annual meeting | Vests fully on earlier of first anniversary or day prior to next annual meeting |
| Change-in-Control Treatment (director RSUs) | All awards granted under the policy vest upon a change in control | All awards granted under the policy vest upon a change in control |
Notes:
- Awards reflect ASC 718 grant-date fair value; actual economic value realized may differ .
- Pinterest’s director program uses time-based RSUs; no performance-conditioned metrics are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to PINS | Potential Interlock/Conflict Considerations |
|---|---|---|
| Netflix, Inc. | Unrelated sector (streaming); Kilgore on audit committee | Board considered ordinary-course engagements with entities where directors serve; independence affirmed |
| Discord Inc. | Private social platform | Not disclosed; independence affirmed |
| Prior: Nextdoor, Medallia, LinkedIn | Prior roles ended (years listed above) | No related-party transactions disclosed specific to Kilgore |
Expertise & Qualifications
- Consumer/technology marketing executive experience (Netflix CMO; Amazon; P&G) .
- Public company board experience and audit committee service (Netflix) .
- Education: MBA, Stanford GSB; BS, Wharton School (UPenn) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 70,484 (includes 6,274 RSUs vesting within 60 days; includes 36,786 held by JLK Family Legacy Trust where Kilgore is trustee) |
| Class B shares beneficially owned | 6,838 |
| Percent of Class (A/B) | <1% / <1% |
| RSUs vesting within 60 days (beneficially counted) | 6,274 |
| Stock ownership guideline | 5× annual cash retainer; unvested RSUs excluded; comply within five years; retain 50% net-profit shares until compliant |
| Compliance status (directors overall) | All non-employee directors have met or are on track to meet within timeframe |
| Hedging/Pledging policy | Employee and director hedging or pledging prohibited |
Governance Assessment
- Strengths: Independent director; chairs a key committee with clear scope over executive pay, clawbacks, succession, and talent; uses an independent consultant with no conflicts; attendance at required thresholds; strong governance posture (stock ownership guidelines, no hedging/pledging, independent committees, proxy access) .
- Compensation alignment: Director pay mixes cash retainer and time-based RSUs, consistent year over year (cash $76,250 → $70,000; RSU ~$260k), with stock ownership guidelines enhancing alignment; say‑on‑pay support of 85.5% in 2024 signals investor acceptance of compensation structures overseen by her committee .
- Watch items: Single‑trigger vesting of director RSUs upon change in control (common for directors but some investors prefer double‑trigger); committee met five times in 2024 (from six in 2023)—ensure continued robust oversight as program changes evolve .
- Conflicts/related parties: Board reviewed relationships and ordinary‑course engagements with entities where directors serve; independence affirmed and no Kilgore‑specific related‑party transactions disclosed under Item 404(a) .