Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
CEO Transition
On June 22, 2022, the Board of Directors (the "Board") of Pinterest, Inc. (the
"Company") appointed William Ready as the Chief Executive Officer of the
Company, to succeed Benjamin Silbermann, the Company's Chief Executive Officer
and President, effective as of June 29, 2022 (the date he commences his
employment, the "Effective Date").
On June 22, 2022, the Board also increased the size of the Board from nine to
ten directors, and appointed William Ready as a Class III director, effective as
of the Effective Date. Mr. Ready will serve as a Class III director with a term
expiring at the Company's annual meeting of stockholders to be held in 2025 and
until his successor is duly elected and qualified, or his earlier death,
resignation or removal.
William Ready, age 42, was the president of commerce, payments & next billion
users at Google from January 2020 until June 2022. Prior to joining Google,
Mr. Ready was PayPal's executive vice president and chief operating officer from
October 2016 through July 2019, and continued as executive vice president
through December 2019 during the transition until he departed PayPal. Prior to
that, he was PayPal's senior vice president, global head, product & engineering
from July 2015 to September 2016 and he continued to lead Braintree operations
while in various roles at PayPal following PayPal's acquisition of Braintree in
December 2013. From October 2011 to December 2013, he was the chief executive
officer of Braintree, a mobile and web payment systems company acquired by
PayPal. Prior to Braintree, Mr. Ready was executive in residence at Accel
Partners, a leading Silicon Valley venture capital and growth equity firm.
Mr. Ready also served as president of iPay Technologies from 2008 to 2011. He
also worked as a strategy consultant for McKinsey & Company, where he advised
leading financial technology companies. Mr. Ready is currently a senior advisor
and limited partner of Silversmith Capital Partners and a director of
Williams-Sonoma and ADP.
The Company and Mr. Ready entered into an employment offer letter in connection
with his appointment as Chief Executive Officer and director (the "Offer
Letter"). Pursuant to the Offer Letter, Mr. Ready is eligible for the following
compensation, (i) an annual base salary of $400,000 and (ii) a stock option
award to purchase 8,553,172 shares of the Company's Class A common stock (the
"Option Award") to be granted in connection with his appointment. The Option
Award will have an exercise price equal to the closing price of the Company's
Class A common stock on the date of grant and will vest and become exercisable
on quarterly basis over a four-year period, subject to Mr. Ready providing
continued services to the Company as the Chief Executive Officer on each
applicable vesting date.
In addition, provided that Mr. Ready purchases shares of the Company's Class A
common stock on the open market with an aggregate value of $5 million (the
"Investment Shares") within 60 days following commencement of his employment (or
such other period as mutually agreed with the Company) (the "Purchase Period"),
Mr. Ready will be granted restricted shares of the Company's Class A common
stock having a target value of $20 million, with the actual number of shares to
be determined by dividing the target value by the average closing price of the
Company's Class A Common Stock over the 30 trading days ending on the last day
of the Purchase Period (the "RSA Award"). The RSA Award will vest on a quarterly
basis over the four-year period following Mr. Ready's commencement of
employment, subject to Mr. Ready providing continued services to the Company as
the Chief Executive Officer and continuing to hold the Investment Shares on each
applicable vesting date.
The Company and Mr. Ready also entered into an Executive Severance and Change in
Control Agreement on June 23, 2022, in connection with his appointment as Chief
Executive Officer (the "Executive Severance Agreement"). Pursuant to the terms
of the Executive Severance Agreement, if Mr. Ready is terminated by the Company
without "cause" or he resigns for "good reason" (each as defined the Executive
Severance Agreement), Mr. Ready will be entitled to the following severance and
benefits: (i) a cash payment in an amount equal to (x) 24 months of his base
salary reduced by (y) one month for each full month that he has been employed by
the Company at the time of such termination, up to a maximum reduction of 12
months (such number of months, the "Severance Period"), less applicable tax
withholdings, (ii) a cash payment equal to the cost of Company-paid health
insurance continuation coverage during the Severance Period, less applicable tax
withholdings, and (iii) Mr.Ready's outstanding equity awards will vest and
become exercisable as of the termination date, as applicable, as if he had
remained in service for the duration of the Severance Period. To the extent that
any such termination of service occurs within 90 days prior to, or 12 months
following a change in control of the Company, all of Mr. Ready's outstanding
equity awards will become fully vested and exercisable, as applicable. The
foregoing severance payments and benefits are subject to Mr. Ready's execution
of a general release of claims against the Company and his compliance with
certain restrictive covenants. In addition, these payments and benefits are
subject to a "best net after-tax" provision in the event that the benefits would
trigger excise tax penalties and loss of deductibility under Sections 280G and
4999 of the U.S. Internal Revenue Code.
--------------------------------------------------------------------------------
The Company also intends to enter into its standard form of indemnification
agreement with Mr. Ready, which was previously filed by the Company as Exhibit
10.1 to the Company's Form S-1/A filed on April 8, 2019.
There are no family relationships between Mr. Ready and any Company director or
executive officer, and no arrangements or understandings between Mr. Ready and
any other person pursuant to which he was selected as an officer or director.
Mr. Ready is not a party to any current or proposed transaction with the Company
for which disclosure is required under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Offer Letter and Executive Severance Agreement
do not purport to be complete and are qualified in their entirety by reference
to the full text of each of the Offer Letter, a copy of which is attached as
Exhibit 10.1 hereto, and the Executive Severance Agreement, a copy of which is
attached as Exhibit 10.2, both of which are incorporated herein by reference.
Executive Chair
In connection with the leadership transition, Benjamin Silbermann entered into a
letter agreement with the Company on June 22, 2022, pursuant to which he will
step down from the role of Chief Executive Officer and President and assume an
executive role as Executive Chairman, effective as of the Effective Date (the
"Transition Letter"). Mr. Silbermann will also continue to serve in his capacity
as a Class III director with a term expiring at the Company's annual meeting of
stockholders to be held in 2025 and until his successor is duly elected and
qualified, or his earlier death, resignation or removal and as Chairman of the
Board. No changes were made to Mr. Silbermann's compensation or benefits in
connection with the foregoing transition, and Mr. Silbermann's equity awards
will continue to vest in accordance with their terms.
The foregoing description of the Transition Letter does not purport to be
complete and is qualified in its entirety by reference to the full text
Transition Letter, which is attached as Exhibit 10.3 hereto, which is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 28, 2022, the Company issued a press release announcing the leadership
transition. A copy of the press release is attached to this Current Report on
Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that Section, and
shall not be deemed to be incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as may be expressly set forth by specific reference in such filing.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Offer Letter, dated June 22, 2022, between Pinterest, Inc. and
William Ready.
10.2 Executive Severance and Change in Control Agreement, dated June 23,
2022 between Pinterest, Inc. and William Ready.
10.3 Transition Letter, dated June 22, 2022 between Pinterest, Inc. and
Ben Silbermann.
99.1 Press Release issued by Pinterest, Inc., dated June 28, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PINTEREST, INC. 
