Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Performance-Based Restricted Stock Unit Awards
On January 6, 2025, the Talent Development and Compensation Committee of the Board of Directors (the "Committee") of Pinterest, Inc. (the "Company") granted an award of performance-based restricted stock units ("PSUs") to Bill Ready, the Company's Chief Executive Officer, with a target value of $18,000,000, representing 572,884 PSUs at the target level of performance, in order to further incentivize long-term shareholder value creation.
The number of PSUs that can be earned will range from 0% to 200% of the target number of PSUs, based on the Company's relative total shareholder return versus the companies in the Nasdaq CTA Internet Index measured over a three-year performance period from January 1, 2025 through December 31, 2027, as certified by the Committee. Subject to certain exceptions, the vesting of the PSUs is subject to Mr. Ready's continued service with the Company through the certification date following the performance period.
The PSUs are subject to the terms of the Pinterest, Inc. 2019 Omnibus Incentive Plan and the PSU award agreement, which agreement will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.