Salaam Coleman Smith
PINTERESTAbout Salaam Coleman Smith
Independent director at Pinterest (PINS), age 55, serving since 2020. She sits on the Audit and Risk Committee and the Nominating and Corporate Governance Committee, and is affirmed independent under NYSE rules. She holds a B.S. in Industrial Engineering from Stanford University and brings senior leadership experience across global media, strategy, programming, brand development, and financial management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney’s ABC Television Group | Executive Vice President; oversaw Strategy and Programming for ABC Family | 2014–2016 | Strategic planning and programming leadership |
| Comcast NBCUniversal | President, Style Network | 2008–2013 | Multi-platform content and brand development |
| Viacom (MTV Networks International) | Senior executive; helped oversee Nickelodeon’s global expansion | ~10 years (prior to 2003) | Global expansion across Europe, Asia, Latin America |
External Roles
| Organization | Role | Tenure/Status | Committee Positions |
|---|---|---|---|
| Gap, Inc. | Director | Current | Compensation & Management Development Committee member |
| Scopely (private) | Director | Since Dec 2021 | — |
| Women in Cable Telecommunications | Board member | Past/Current (not dated) | — |
| Dress for Success | Board member | Past/Current (not dated) | — |
Board Governance
- Committee assignments: Audit and Risk Committee (member); Nominating and Corporate Governance Committee (member). Audit chaired by Scott Schenkel; Governance chaired by Chip Bergh effective Apr 1, 2025 .
- Independence: Board affirmed her independence; 9 of 11 directors are independent .
- Attendance and engagement: In 2024, the board met 5 times; each director attended at least 75% of board and applicable committee meetings. Audit held 8 meetings; Governance held 4 meetings .
- Lead Independent Director: Andrea Wishom .
| Governance Item | 2024 Detail |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings held | 8 |
| Governance Committee meetings held | 4 |
| Attendance threshold | Each director ≥75% of aggregate meetings |
| Independence status | Independent |
Fixed Compensation
- Non-employee director cash program (2024): Annual retainer $50,000; Audit Committee chair/member $26,000/$13,000; Governance Committee chair/member $12,000/$6,000; paid quarterly and pro-rated as applicable. In Feb 2025, Governance chair/member increased to $15,000/$7,500 .
- Her 2024 actual compensation: Cash fees $68,786; Stock awards (RSUs) $259,995; Total $328,781 .
| Component (2024) | Amount |
|---|---|
| Annual retainer (policy) | $50,000 |
| Audit Committee member (policy) | $13,000 |
| Governance Committee member (policy) | $6,000 |
| Fees Earned or Paid in Cash (actual) | $68,786 |
| Stock Awards (fair value, actual) | $259,995 |
| Total (actual) | $328,781 |
Performance Compensation
- Equity structure: Non-employee directors receive RSUs only (no options), with annual RSU grants of ~$260,000 fair value that vest in full on the earlier of the first anniversary of the grant or the day prior to the next annual meeting; initial board entry grants are ~$400,000 vesting over three years. All director awards vest upon change-in-control in addition to stated schedules .
- 2024 grant: On May 24, 2024, she received 6,274 RSUs; grant-date fair value ~$259,995; reported Form 4 shows the award at $41.44 per share .
| Grant Date | Type | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024-05-24 | RSUs (Annual) | 6,274 | $259,995 | Full vest on earlier of first anniversary or day prior to next annual meeting |
| Policy (Initial) | RSUs (Initial for new directors) | — | $400,000 | 3 equal annual installments from service start |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/TSR/ESG metrics for director equity | None; director RSUs are time-based only |
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure | Notes |
|---|---|---|
| Gap, Inc. | Pinterest may do ordinary-course business with entities affiliated with directors (e.g., advertisers), reviewed for independence | Board expressly considered such relationships and maintained independence determinations; arrangements are ordinary-course and arm’s-length |
Expertise & Qualifications
- Education: B.S., Industrial Engineering, Stanford University .
- Expertise: Global media, multi-platform content, brand development, strategic planning, financial management, consumer-centric insights, and C-level management .
Equity Ownership
- Beneficial ownership: 40,483 Class A shares; includes 6,274 RSUs vesting within 60 days of March 26, 2025; ownership <1% of outstanding Class A shares .
- RSUs outstanding as of Dec 31, 2024: 6,274 .
- Stock ownership guidelines (directors): Required to hold at least 5x annual cash retainer; unvested RSUs do not count; directors must comply within five years or retain 50% of net profit shares until compliant. All non-employee directors have met or are on track .
- Hedging/pledging: Prohibited for employees and directors (short sales, margin purchases, pledging, and derivatives) unless pre-approved; company policy disallows hedging/pledging of securities by directors .
| Ownership Item | Detail |
|---|---|
| Class A shares beneficially owned | 40,483 (<1%) |
| RSUs vesting within 60 days (as of 3/26/25) | 6,274 |
| RSUs outstanding (12/31/24) | 6,274 |
| Director ownership guideline | ≥5x annual cash retainer |
| Compliance status | Met or on track within required timeframe |
| Hedging/Pledging policy | Prohibited for directors and employees |
Insider Trades
| Date | Form | Transaction | Security | Shares | Price |
|---|---|---|---|---|---|
| 2024-05-24 | Form 4 | Award (RSUs) | Class A Common Stock | 6,274 | $41.44 |
Governance Assessment
- Strengths: Independent director with dual committee service (audit and governance), contributing to risk oversight, financial reporting literacy, and board effectiveness reviews; attendance at or above the 75% threshold; strong ownership alignment via mandatory 5x retainer guideline; anti-hedging/pledging policy enhances alignment .
- Compensation alignment: Director pay mix is balanced—modest cash retainer plus time-based RSUs; no options or performance-linked metrics for directors; change-in-control protections limited to vesting of director RSUs; no tax gross-ups or special perquisites for directors disclosed .
- Conflicts/related-party exposure: No related-party transactions involving Ms. Smith disclosed; board explicitly reviews ordinary-course business with director-affiliated entities for independence; 2024 RPTs limited to a legal payment related to a different director’s spouse; no pledging or hedging permitted for directors—a positive governance signal .
- Attendance and engagement signals: Participation thresholds met; Audit met 8x and Governance 4x in 2024, indicating a regular cadence of oversight activities .
- Overall: No red flags identified specific to Ms. Smith; governance posture is robust with independence, committee engagement, and ownership alignment. Continue to monitor any evolving relationships between Pinterest and entities where she serves to ensure ongoing arm’s-length treatment as disclosed .