Scott Schenkel

About Scott Schenkel

Scott Schenkel (age 57) is an independent director of Pinterest, Inc. (PINS), serving on the board since 2023. He is Chair of the Audit and Risk Committee and has been designated an “audit committee financial expert.” He became Chief Financial Officer of Expedia Group, Inc. in February 2025 and previously served as Interim CEO and CFO of eBay Inc., following nearly 17 years in financial leadership roles at General Electric. He holds a B.S. in Finance from Virginia Tech’s Pamplin College of Business .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Audit and Risk Committee: Chair (members: Scott Schenkel (chair), Fredric Reynolds, Salaam Coleman Smith, Marc Steinberg); 8 meetings held in 2024 .
• Independence status: Board determined Mr. Schenkel is independent under NYSE rules .
• Financial expertise: Board determined all audit committee members are financially literate; Mr. Schenkel is an “audit committee financial expert” .
• Attendance and engagement: Board held 5 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings on which they served .
• Board service policy: Company limits board service to no more than 5 public companies, including the Pinterest board .

Fixed Compensation (Director)

Notes:

• No meeting fees. Governance committee retainers were later increased again in Feb 2025 (to $15,000 chair / $7,500 member); audit committee rates unchanged in 2025 .
• Stock ownership guidelines for directors: 5x annual cash retainer; compliance required within 5 years; unvested RSUs do not count. As of the proxy, all non-employee directors have met or are on track .

Performance Compensation (Director Equity)

Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs (no performance conditions) .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep financial leadership (public company CFO and former interim CEO), risk oversight and audit experience; designated audit committee financial expert .
• Broad operating and strategic background in e-commerce and technology from eBay and GE .
• Education: B.S., Finance, Virginia Tech (Pamplin College of Business) .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths that support investor confidence:

  • Independent director serving as Audit and Risk Committee Chair with “audit committee financial expert” designation—strong signal on financial reporting and risk oversight .
  • Confirmed director independence; board states substantial majority of directors are independent and considers ordinary-course relationships with directors’ affiliated entities .
  • Engagement: Audit committee met 8 times in 2024; board met 5 times and all directors met at least the 75% attendance threshold .
  • Alignment mechanisms: robust director ownership guidelines (5x retainer), anti‑hedging/pledging policy, and clear equity vesting schedules .

• Potential risks/considerations:

  • RED FLAG (structural): Director equity vests upon a change in control (single-trigger for directors). While common in some tech firms, investors focused on best-practice protections may prefer double-trigger provisions for directors as well .
  • Time commitments: He holds an executive CFO role at Expedia and one additional public board (NetApp) plus PINS. Pinterest caps total public boards at five, and he appears within that limit, but sustained executive workload plus committee chair duties warrants continued monitoring for bandwidth and attendance (no shortfall disclosed for 2024) .
  • Related-party exposure: No related-party transactions disclosed involving Mr. Schenkel. The only 2024 related-party item involved legal fees relating to the spouse of another director (Benjamin Silbermann) .

• Say-on-Pay context:

  • Company’s 2024 say‑on‑pay support was 85.5%, indicating broad shareholder approval of the executive compensation program design and governance context in which the board (including the audit chair) operates .

Director Compensation Detail (2024)

Related Policies and Controls

• Director compensation review uses an independent compensation consultant and periodic market benchmarking .
• Stock ownership guidelines for directors and anti‑hedging/pledging reinforce alignment and risk control .
• Clawback policy applies to executive officers; directors are covered by insider trading/anti-hedging policies; no tax gross-ups for change-in-control payments (executive policy) .

Summary View for Investors

• Governance quality: Strong audit oversight with a financially expert chair and active committee cadence; independence affirmed .
• Alignment: High equity component in director pay, ownership guidelines, and anti-hedging/pledging enhance alignment with shareholders .
• Watch items: Single-trigger director vesting on change in control and cumulative time commitments as an executive CFO plus two public boards merit ongoing monitoring, though 2024 attendance met thresholds and board service is within company limits .

Citations:

• Pinterest 2025 DEF 14A (Apr 9, 2025)
• SEC Form 4 filings for Scott Schenkel: 2024-05-29 and 2023-09-19