EX-10.13





 Exhibit 10.13 

Pinterest, Inc. 
 Non-Employee Director Compensation Policy 
 The purpose of this Non-Employee Director Compensation
Policy (the “Policy”) of Pinterest, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term
basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Non-Employee Directors”). In furtherance of this purpose, all Non-Employee Directors shall be
compensated for services provided to the Company as set forth below: 
  

	1.	 Cash Retainers 



a. Annual Retainer for Board Membership: $50,000 for service as a member of the Company’s Board of Directors (the “Board of
Directors”). 
 b. Additional Annual Retainer for Non-Executive Chairperson: $40,000 per year for service as the Non-Executive
Chairperson of the Board of Directors. 
 c. Additional Annual Retainer for Lead Independent Director: $20,000 per year for service as
the Lead Independent Director of the Board of Directors. 
 d. Additional Annual Retainers for Committee Membership: 

 

					
	 Audit Committee Chair
	  	$	25,000	 
	 Audit Committee Member (other than the Chair)
	  	$	12,500	 
	 Compensation Committee Chair
	  	$	20,000	 
	 Compensation Committee Member (other than the Chair)
	  	$	10,000	 
	 Nominating and Corporate Governance Committee Chair
	  	$	10,000	 
	 Nominating and Corporate Governance Committee Member (other than the Chair)
	  	$	5,000	 

 e. Payment of Annual Retainers; Pro-Ration: All cash retainers shall be paid prospectively on a
quarterly basis, pro-rated (i) for any Non-Employee Director whose service (or whose service in any of the additional capacities described above) commences during a calendar year, and (ii) for the calendar year in which the Company’s
initial public offering (the “IPO”) occurs, such that the annual retainer is reduced proportionately for any calendar month prior to the month in which such service commenced or the closing of the IPO occurred, respectively. 













	2.	 Equity Awards 



Grants of equity awards to Non-Employee Directors pursuant to this Policy will be automatic and nondiscretionary (without the need for any
additional corporate action by the Board of Directors or the Compensation Committee) and will be made in accordance with the following provisions: 

a. Initial Equity Grant. Other than Non-Employee Directors that are serving on the Board of Directors as of the date of the IPO, on the
date on which any Non-Employee Director is first elected or appointed to the Board of Directors, he or she shall receive an initial grant of restricted stock units (“RSUs”) under the Company’s 2019 Stock Plan (the “Plan”)
determined by dividing $400,000 by the Fair Market Value (as defined in the Plan) on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board of Directors for such purpose prior
to such grant (the “Initial Equity Grant”). The RSUs subject to the Initial Equity Grant shall vest in three equal, annual installments on each anniversary of the date of grant, subject to such Non-Employee Director’s continued
service as a Non-Employee Director through each such vesting date. 
 b. Annual Equity Grant. Each Non-Employee Director shall receive
an annual grant of RSUs under the Plan determined by dividing $250,000 by the Fair Market Value on the date of grant, rounded down to the nearest whole RSU, and evidenced by an award agreement in the form approved by the Board of Directors for such
purpose prior to such grant (the “Annual Equity Grant”). The RSUs subject to the Annual Equity Grant shall vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the date immediately prior to the
Company’s next regular annual shareholders meeting, in either case subject to such Non-Employee Director’s continued service as a Non-Employee Director through such vesting date. The first Annual Equity Grant shall be made on the closing
date of the IPO. All subsequent Annual Equity Grants shall be made on the day immediately after the Company’s regular annual shareholders meeting to Non-Employee Directors who are serving on the Board on such date. 

c. Acceleration. All RSUs granted pursuant to this Policy shall vest in full immediately prior to, but conditioned upon, the
consummation of a Change in Control (as defined in the Plan). 
 d. Revisions. The Board of Directors in its discretion may change and
otherwise revise the terms of awards to be granted pursuant to this Policy, including, without limitation, the number of shares subject thereto or the vesting terms of such awards, on a prospective basis, to the extent permitted by the Plan. 













	3.	 Expenses 



The Company will not reimburse any out-of-pocket expenses
incurred by Non-Employee Directors in attending meetings of the Board of Directors or any Committee thereof. 
 ADOPTED: March 21, 2019