Marc Steinberg
PINTERESTAbout Marc Steinberg
Marc Steinberg (age 35) is an independent director of Pinterest, Inc. and a member of the Audit & Risk Committee. He is a Partner at Elliott Management Corporation focused on public and private equity investments across TMT sectors; he previously worked at Centerview Partners. He holds a B.A. in Economics from Harvard College and has served on Pinterest’s board since 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elliott Management Corporation | Partner | 2015–present | Responsible for public and private equity investments across TMT sectors |
| Centerview Partners | Investment banking | Before 2015 | Prior role in investment banking before joining Elliott in 2015 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Etsy, Inc. | Director | Current | Audit Committee member |
| Nielsen (private) | Director | Current | — |
| Syneos Health (private) | Director | Current | — |
| Cubic (private) | Director | Current | — |
Board Governance
- Committee assignments: Audit & Risk Committee member; the committee held 8 meetings in 2024; chair is Scott Schenkel .
- Independence: Board determined Mr. Steinberg is independent under NYSE listing standards .
- Attendance: In 2024 the Board met 5 times and “each director attended 75% or more” of the aggregate board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Leadership: Board Chair (non-executive) Benjamin Silbermann; Lead Independent Director Andrea Wishom .
- Appointment context: Appointed to the Board pursuant to a cooperation agreement among Pinterest and Elliott affiliates (see Form 8-K filed Dec 6, 2022) .
- No compensation committee interlocks: The proxy reports none, and no member of the Compensation Committee is or was an officer/employee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees | $62,929 | Includes $50,000 annual retainer plus committee member fees (Audit member policy $13,000 for 2024) |
| 2024 Stock Awards (RSUs, grant-date FV) | $259,995 | Annual non-employee director RSU grant (policy $260,000) |
| 2024 Total | $322,924 | Sum of cash and equity |
Director compensation policy (2024):
- Cash: $50,000 annual retainer; Audit Committee chair $26,000 / member $13,000; Compensation Committee chair $20,000 / member $10,000; Governance Committee chair $12,000 / member $6,000 (raised again in Feb 2025 to $15,000 and $7,500 for chair/member) .
- Equity: Initial RSU $400,000 (3-year annual vest); annual RSU $260,000, vests in full on the earlier of 1-year from grant or the day prior to the next annual meeting; all director awards vest on change in control .
Stock ownership guideline (directors): 5x annual cash retainer; unvested RSUs excluded; compliance required within 5 years; as of the proxy, all non-employee directors have met or are on track .
Performance Compensation
| Award Type | Performance Metrics | Vesting / Payout Terms | Status |
|---|---|---|---|
| Director RSUs | None (time-based) | Annual RSU vests in full on earlier of 1st anniversary of grant or day prior to next annual meeting; accelerates on change in control | Ongoing |
Note: Pinterest does not grant performance-based equity or options to non-employee directors under its director program; awards are time-vested RSUs per policy .
Other Directorships & Interlocks
| Company | Relationship to PINS | Interlock/Consideration |
|---|---|---|
| Etsy, Inc. (public) | Included in PINS’ 2024 compensation peer group | Mr. Steinberg serves on Etsy’s board and Audit Committee; he is not on Pinterest’s Compensation Committee, which reduces direct pay-setting conflict risk |
| Nielsen; Syneos Health; Cubic (private) | Unrelated to disclosed PINS transactions | No related-party transactions disclosed involving Mr. Steinberg |
Expertise & Qualifications
- Financial and investment expertise from Elliott; strategic advisor to technology companies .
- Audit oversight experience as a member of Pinterest’s Audit & Risk Committee; all audit members deemed financially literate .
- Education: B.A. Economics, Harvard College .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially owned Class A shares | 27,756 |
| Ownership % of Class A | * (less than 1%) |
| RSUs vesting within 60 days (counted in beneficial ownership) | 6,274 (included in beneficial ownership per footnote methodology) |
| RSUs outstanding (unvested) at 12/31/2024 | 11,651 |
| Hedging/Pledging | Company policy prohibits director hedging and generally prohibits pledging absent advance approval |
| Ownership guidelines status | All non-employee directors have met or are on track within required window |
Section 16 compliance: The proxy notes late filings for other insiders (Madrigal, Bergh, Silbermann) but does not list Mr. Steinberg among delinquencies .
Governance Assessment
- Audit oversight and risk: Active member of Audit & Risk Committee (8 meetings in 2024), which oversees financial reporting, internal controls, ERM, and information security/privacy risks—positive for board effectiveness .
- Independence and attendance: Determined independent under NYSE standards; met 75%+ attendance threshold amid 5 board meetings in 2024—supports engagement and objectivity .
- Ownership alignment: Director pay includes time-vested RSUs ($259,995 GDFV in 2024) with 5x retainer ownership guideline; hedging/pledging restrictions enhance alignment .
- Activism context: Appointment pursuant to a cooperation agreement with Elliott (Dec 2022) signals shareholder influence; the board nevertheless classifies him as independent and reports no related-party transactions involving him .
- Interlocks risk: He serves on Etsy’s board while Etsy is in PINS’ compensation peer group; he is not on PINS’ Compensation Committee, mitigating direct pay-setting interlock risk .
- Shareholder sentiment: Say-on-pay received 85.5% support at the 2024 annual meeting, indicating general investor support for compensation governance .
RED FLAGS to monitor:
- Activist-appointed director: Continued monitoring for undue influence or short-termism given Elliott affiliation, though independence determination and absence of related-party transactions mitigate this risk .
- Cross-board lens: Concurrent Etsy directorship (a named peer) could present perceived benchmarking sensitivities; not on PINS’ Compensation Committee, reducing exposure .
Notes
- Director compensation figures and RSU balances reflect 2024 reporting in the 2025 Proxy; program terms and stock ownership guidelines per Non-Employee Director Compensation Policy .
- No Pinterest-related party transactions involving Mr. Steinberg were disclosed; company disclosed an unrelated payment of legal fees for the spouse of the non-executive chair .