Matthew Madrigal
PINTERESTAbout Matthew Madrigal
Matthew Madrigal (age 49) is Pinterest’s Chief Technology Officer, serving since September 2024 after joining in August 2024; he leads product and engineering, including machine learning systems powering user experiences . He holds a Bachelor’s degree from the University of California, Berkeley . Company performance tied to executive incentives includes 2024 revenue of $3,646 million and adjusted EBITDA of $1,001 million, driving a 141% payout under the one‑year PSU program; shares vested March 1, 2025 . Recent operating momentum includes Q3 2025 revenue of $1,049.2 million, up 17% year-over-year (constant currency +16%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alphabet (Google) | VP & GM, Merchant Shopping | 2020–2024 | Led product/engineering for Google Shopping tools, integrations, and infrastructure to help merchants grow |
| Fanatics | Chief Technology & Product Officer | 2014–2020 | Shaped mobile strategy; expanded product development and data capabilities driving revenue and customer growth |
| Williams‑Sonoma | SVP, eCommerce & Marketing | Nearly four years | Leadership roles scaling digital commerce and marketing |
| eBay | Product & Engineering leadership | More than eight years | Led growth marketing and onsite advertising technology platforms |
External Roles
- No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Cash Bonus % | Actual Cash Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 245,455 | — (Company used PSU program for annual incentive; see Performance Compensation) | 0 | 606 (tax gross-up on company merchandise) |
Performance Compensation
2024 One‑Year PSU Program (Company-wide metrics)
| Metric | Weighting | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Payout (%) | Vesting |
|---|---|---|---|---|---|---|---|
| Revenue | 50% | 3,475 | 3,568 | 3,690 | 3,646 | 132% | 3/1/2025 |
| Adjusted EBITDA | 50% | 840 | 896 | 947 | 1,001 | 150% | 3/1/2025 |
| Overall Payout | — | — | — | — | — | 141% | 3/1/2025 |
Madrigal’s 2024 PSU Award
| Grant Date | Target PSU Opportunity (% of Base Salary) | Target PSUs | Actual PSUs Earned | Vesting Date |
|---|---|---|---|---|
| 8/12/2024 | 80% (pro-rated based on hire date) | 4,705 | 6,635 | 3/1/2025 |
RSU Awards and Vesting Schedule (Time‑based)
| Grant | Grant Date | Total RSUs | Vesting Schedule (Dates & % of original 457,391 shares) |
|---|---|---|---|
| New‑hire RSU | 8/12/2024 | 457,391 | 12.5% on 9/20/2024 and 11/20/2024; 11.8% on 2/20/2025 and 5/20/2025; 7.9% on 8/20/2025 and 11/20/2025; 11.8% on 2/20/2026, 5/20/2026, and 8/20/2026, subject to continued service |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | RSUs Vesting Within 60 Days (as of 3/26/2025) |
|---|---|---|---|
| Matthew Madrigal | 149,161 | <1% | 54,165 |
- Stock ownership guidelines: 3x annual base salary for executives; compliance within 5 years; if not in compliance, must retain 50% of net profit shares from vesting/exercises until met .
- Anti‑hedging and pledging: Hedging prohibited; pledging/margin purchases prohibited unless pre‑approved; short‑selling and options trading prohibited .
- Dual‑class voting context: Class B super‑voting stock concentrates voting power among pre‑IPO holders; as of September 30, 2025, Class B held ~72.7% voting power in aggregate .
10b5‑1 Trading Plans (Selling Pressure Indicators)
| Date | Action | Terms | Implication |
|---|---|---|---|
| 12/12/2024 | Adopted plan | Sells up to 40,000 shares and net shares from vesting of 108,330 RSUs between 3/17/2025–9/12/2025 | Structured selling of vested shares in 2025 |
| 9/12/2025 | Terminated prior plan; adopted new plan | Sell net shares from vesting/settlement of 91,000 RSUs between 12/15/2025–6/15/2026 | Anticipated selling aligned to vest dates in late 2025–mid 2026 |
Employment Terms
| Provision | Summary |
|---|---|
| Executive Officer Status | CTO since September 2024; role determined to meet executive officer threshold in December 2024 |
| Severance (no CIC) | Lump sum cash equal to up to 24 months base salary and health continuation; for Madrigal, severance calculations use 20 months; acceleration of equity scheduled to vest within next 20 months valued at $10,140,691; cash $1,131,054; total $11,271,745 |
| Change‑in‑Control (CIC) | “Double trigger” required for equity vesting in connection with CIC per governance policy ; amounts same as termination without cause or for good reason in connection with CIC (cash $1,131,054; equity $10,140,691; total $11,271,745) |
| Death/Disability | Unvested RSUs/PSUs forfeited; no additional payout disclosed for Madrigal |
| Clawback | Compliant with NYSE/SEC rules; recovery of incentive comp upon restatement or misconduct; applies to Section 16 officers |
| Ownership Policy | 3x salary; 5‑year compliance window; 50% net profit share retention until guideline met |
| Anti‑hedging/pledging | Prohibited (with limited pre‑approval carve‑out for pledging) |
Investment Implications
- Strong pay‑for‑performance alignment: Madrigal’s incentive comp is driven by company revenue and adjusted EBITDA, with 2024 PSU payout at 141% based on exceeding targets (revenue $3,646m; adjusted EBITDA $1,001m), signaling execution traction and near‑term value creation focus .
- Material equity exposure with staged vesting through August 2026: 457,391 RSUs with defined tranche dates create retention hooks but also predictable supply from 10b5‑1 plans tied to vesting; new plan contemplates selling net shares from vesting of 91,000 RSUs between Dec 2025–Jun 2026, indicating ongoing liquidity events and potential modest selling pressure around those dates .
- Ownership and governance risk mitigants: Mandatory 3x salary ownership guideline, clawback, and anti‑hedging/pledging policies support alignment; beneficial ownership is <1% of Class A, typical for new executives, with a 5‑year path to guideline compliance .
- Retention economics: Severance calibrated at 20 months for Madrigal with significant near‑term equity acceleration value ($10.14m), reducing departure risk but potentially increasing cost of transition; double‑trigger standard reduces windfall risk in a CIC scenario .
- Operating context: Continued top‑line momentum (Q3 2025 revenue +17% y/y) and emphasis on adjusted EBITDA underpin PSUs and may support future incentive attainment, though dual‑class voting structure concentrates control among pre‑IPO holders, a governance consideration for minority investors .