CEO Bill Ready received total compensation of $39.3 million in 2025, which is a very high pay level for a company with a $12 billion market cap in the Communication Services sector — well above what a typical CEO benchmark for this company size and sector would indicate, likely exceeding the +20% CEO threshold. More critically, the pay-for-performance alignment test fails: Pinterest's stock fell 34.8% over the past three years while its own peer group gained an average of 62.2%, a gap of 97 percentage points; awarding above-benchmark incentive pay while shareholders have experienced this level of underperformance is precisely the misalignment the policy is designed to flag. Although the company has made genuine progress toward performance-linked pay — introducing performance stock awards tied to relative total shareholder return and a cash bonus plan with real financial targets — the sheer magnitude of the reported compensation (driven in part by a large front-loaded performance stock award of $28.6 million reported in a single year) results in a total pay figure that is difficult to justify against the backdrop of deeply negative shareholder returns relative to peers.

The non-audit fee ratio is 45.9% (tax and other advisory fees of $2,717,000 divided by audit fees of $5,918,000), which falls below the 50% threshold and does not trigger a No vote on its own. However, the proxy does not disclose how long Ernst & Young has served as Pinterest's auditor, and under policy, if tenure cannot be determined the tenure trigger does not fire and we default to FOR. EY is a Big 4 firm appropriate for a $12 billion company. Combining all factors — fee ratio within bounds, Big 4 firm, no disclosed restatements — the vote is FOR.