Wanji Walcott
PINTERESTAbout Wanji Walcott
Chief Legal & Business Affairs Officer and Corporate Secretary at Pinterest since November 2022; age 54 as of the 2025 proxy; J.D. (Howard University School of Law) and B.A. in Philosophy (Howard University) . During her tenure, Pinterest reported 2024 revenue of $3,646M, adjusted EBITDA of $1,032M, net income of $1,862M, and MAUs of 553M; management highlighted 2024 revenue growth of 19% versus 9% in 2023, and >$1B adjusted EBITDA (~50% increase) . Company TSR (value of initial $100) was $123 (2022), $199 (2023), and $156 (2024), a framing useful for pay-for-performance context .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Discover Financial Services | EVP, Chief Legal Officer | Jul 2019 – Oct 2022 | Oversaw legal, compliance, regulatory and government relations |
| PayPal Holdings, Inc. | SVP & General Counsel; previously VP, Product Legal | Feb 2017 – Jul 2019; Nov 2015 – Feb 2017 | Led global legal organization; prior leadership of product legal |
| American Express | Senior Vice President, Managing Counsel (various roles 2002–2015) | 2002 – 2015 | Multiple leadership roles culminating in SVP, Managing Counsel |
External Roles
| Organization | Role | Years |
|---|---|---|
| Economic Club of Chicago | Board member | — |
| Chicago Botanic Garden | Board member | — |
| Minority Corporate Counsel Association | Board member | — |
| The Frederick Gunn School | Board member | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 53,030 | 516,667 | 600,000 |
| Target Short-Term Incentive (% of base) | — | — | 80% (PSU-based for 2024) |
| Actual Cash Bonus ($) | 500,000 | 750,000 | — |
Notes:
- For 2024, Pinterest used one-year PSUs (not cash) as the short-term incentive for NEOs; in 2025, the short-term incentive transitions to a performance-based cash award .
Performance Compensation
2024 Short‑Term Incentive (One‑Year PSUs)
| Metric | Weight | Threshold (75% payout) | Target (100% payout) | Max (150% payout) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 3,475 | 3,568 | 3,690 | 3,646 | 132% |
| Adjusted EBITDA ($M) | 50% | 840 | 896 | 947 | 1,001 | 150% |
| Overall payout | — | — | — | — | — | 141% |
| Award detail | Wanji Walcott |
|---|---|
| Grant date | 4/11/2024 |
| Target PSUs (shares) | 13,202 |
| Actual PSUs earned (shares) | 18,618 |
| Vest timing | Vested 3/1/2025 (upon certification) |
- PSU performance metrics and weights were set at the start of 2024: Revenue (50%) and Adjusted EBITDA (50%) .
Time‑Based Equity (Long‑Term)
| Grant type | Grant date | Shares | Grant date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| RSU | 4/11/2024 | 151,816 | 5,164,780 | Four equal installments on 3/20/2025, 6/20/2025, 9/20/2025, 12/20/2025, subject to continued service |
| Stock vested in 2024 (all awards) | — | 167,927 | Value realized $5,819,922 | As vested during 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 126,901 Class A shares; <1% of Class A |
| Unvested RSUs (12/31/2024) | 151,816; proxy market value $4,402,664 at $29.00/share |
| Unvested PSUs (12/31/2024) | 18,618 (2024 PSUs; subsequently vested 3/1/2025) |
| Options (exercisable / unexercisable) | None reported for Walcott in outstanding awards table |
| Pledging/hedging | Prohibited by policy; pledging only with advance approval (and hedging prohibited) |
| Stock ownership guideline | 3x annual base salary for executives; 5-year compliance window; 50% net-profit-share retention until met; unvested/unearned awards excluded |
Vesting cadence note: The 2024 RSU grant vests in four equal quarterly installments across 2025 (3/20, 6/20, 9/20, 12/20), which can concentrate Form 4 activity around these dates, subject to open windows and personal diversification choices .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment status | At-will; standard executive employment letter; eligible for severance arrangements |
| Severance (no CoC) | Lump-sum cash equal to up to 24 months base salary plus health benefits continuation (period reduced by one month for each month of service, up to 12 months); partial vesting of equity equal to what would vest over same period; subject to release; no 280G/4999 tax gross-ups |
| Change-in-control (double trigger) | If terminated without cause or resigns for good reason within 90 days prior to or 12 months after a CoC: full vesting of all outstanding equity (subject to bridge PSU exception for CEO); 24 months health benefits continuation (reduced per service as above); “best-net” after-tax cutback applies |
| Estimated severance economics (12/31/2024) | Termination without cause: cash $638,781; equity acceleration value $4,942,586; total $5,581,367. Termination without cause or for good reason in connection with CoC: cash $638,781; equity acceleration value $4,942,586; total $5,581,367 |
| Clawback | NYSE/SEC-compliant clawback for restatements; committee discretion to recoup for “cause” misconduct causing material error or material financial/reputational harm (3-year lookback; applies to incentive cash and equity) |
| Anti‑hedging/pledging | Hedging prohibited; pledging prohibited unless pre‑approved; no dividends on unvested equity |
| Perquisites | No significant perquisites; standard employee benefits; 401(k) match available |
| Say‑on‑pay support | 85.5% approval at 2024 annual meeting; committee made program changes in 2024 to further alignment |
| Compensation consultant | Compensia retained by independent compensation committee; determined independent |
| Benchmarking peer group (2024) | Broad internet/software peers (e.g., Etsy, The Trade Desk, Uber, Roblox, etc.); no set percentile targeting |
Performance Compensation (Expanded detail)
| Topic | 2024 structure | 2025 design |
|---|---|---|
| Short‑term incentive | One‑year PSUs tied to Revenue and Adjusted EBITDA (50%/50% weighting); payout 0–150% of target; overall funding achieved 141% for 2024 | Performance‑based cash award replaces PSU format for short‑term incentive |
| Long‑term incentive | Time‑based RSUs (for Walcott: 151,816 shares; quarterly vest in 2025); CEO also received rTSR PSUs in late 2024; no options used in 2024 program | Increased weighting on long‑term performance‑based equity (CEO bridge rTSR PSUs; three‑year PSUs added in 2025) |
Investment Implications
- Pay-for-performance alignment: Walcott’s 2024 short‑term incentive was 100% performance‑based (PSUs) with payout driven by revenue and adjusted EBITDA performance; the program paid at 141% given above‑target performance, consistent with a strong 2024 operating year (19% revenue growth; >$1B adjusted EBITDA) .
- Retention vs. selling pressure: 151,816 RSUs vest in four equal installments across 2025 (Mar 20, Jun 20, Sep 20, Dec 20), creating identifiable liquidity windows; policy prohibits hedging/pledging, and executives must meet 3x salary ownership guidelines over five years, which can moderate near‑term selling .
- Change‑in‑control economics: Double‑trigger equity acceleration and up to ~12 months of severance (based on service to‑date) for Walcott suggest standard retention protections without shareholder‑unfriendly tax gross‑ups; estimated CoC termination package at 12/31/2024 was ~$5.58M (cash plus equity) .
- Governance signals: Strong say‑on‑pay support (85.5%) and an independent compensation committee using an independent advisor (Compensia) indicate investor acceptance of the program design and oversight .
- Execution context: During Walcott’s tenure, Pinterest delivered improved fundamentals (2024 revenue $3.646B, adjusted EBITDA $1.032B, net income $1.862B; record MAUs), and TSR values in the pay‑versus‑performance table provide a backdrop for assessing total compensation outcomes .