DEF 14A of Palantir Technologies Inc., Apr 26, 2024

DEF 14A of Palantir Technologies Inc.

Filed Apr 26, 2024 · FY20230001321655-24-000059

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | Potential Payments upon Termination or Change in Control | 32 | | Change in Control-Related Benefits | 33 | | Equity Compensation Plan Information | 37 | | CEO Pay Ratio | 37 | | PAY VERSUS PERFORMANCE | 39 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 43 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 46 | | Policies and Procedures for Related Person Transactions | 47 | | OTHER MATTERS | 49 | | Stockholder Proposals or Director Nominations for 2025 Annual Meeting | 49 | | Availability of Bylaws | 49 | | 2023 Annual Report | 49 |

  2. Nominees for Director

    Nominees for Director Alexander Karp. Mr. Karp is one of our co-founders and has served in various positions with us since co-founding Palantir, most recently as our Chief Executive Officer (“CEO”), and has served as a member of our Board of Directors since 2003. Mr. Karp holds a B.A. from Haverford College, a J.D. from Stanford Law School, and a Ph.D. from Goethe University in Frankfurt, Germany. Mr. Karp has been selected to serve on our Board of Directors because of the perspective and experience he brings as our CEO and as one of our co-founders. Stephen Cohen. Mr. Cohen is one of our co-founders and has served in various positions with us since co-founding Palantir, most recently as our President and Secretary, and as a member of our Board of Directors since 2005. Mr. Cohen holds a B.S. in Computer Science from Stanford University. Mr. Cohen has been selected to serve on our Board of Directors because of the perspective and experience he brings as an officer and as one of our co-founders. Peter Thiel. Mr. Thiel is one of our co-founders and has served as the Chairman of our Board of Directors since 2003. He has served as president of Thiel Capital, an investment firm, since 2011 and as a partner of Founders Fund, a venture capital firm, since 2005. In 1998, Mr. Thiel co-founded PayPal, Inc., an online payment company, where he served as Chief Executive Officer, President, and Chairman of its Board of Directors from 2000 until its acquisition by eBay in 2002. Mr. Thiel previously served on the board of directors of Meta Platforms, Inc., a technology company, from 2005 to 2022 and on the board of directors of AbCellera Biologics Inc., a biotechnology company, from 2020 to 2024. Mr. Thiel holds a B.A. in Philosophy from Stanford University and a J.D. from Stanford Law School. Mr. Thiel has been selected to serve on our Board of Directors due to his leadership and experience as an entrepreneur and venture capitalist and as one of our co-founders. Alexander Moore. Mr. Moore has served as a member of our Board of Directors since July 2020. Mr. Moore initially joined us in February 2005 as one of the founding employees and served as our director of operations until March 2010. In February 2013, Mr. Moore co-founded NodePrime, a cloud automation company, where he served as Chief Operating Officer until its acquisition by Ericsson in April 2016. In May 2017, he joined 8VC, a venture capital fund, where he currently serves as partner. Mr. Moore holds a B.A. in Economics from Stanford University. Mr. Moore has been selected to serve on our Board of Directors due to the perspective and experience he brings as an entrepreneur and venture capitalist and as one of our founding employees. Alexandra Schiff. Ms. Schiff has served as a member of our Board of Directors since July 2020. Ms. Schiff worked as a reporter for The Wall Street Journal from June 2004 to March 2005 and April 2013 to June 2020. From 2006 to 2009, she served as a staff writer and then contributing editor at Condé Nast Portfolio, a magazine that was formerly part of Condé Nast, a global media company. She has written for publications including The New York Times, Vanity Fair, and Bloomberg Businessweek. She is currently working on her second book for Simon & Schuster. Ms. Schiff holds a B.A. in English from Duke University. Ms. Schiff has been selected to serve on our Board of Directors due to her business acumen and the unique perspectives she brings as a journalist. Lauren Friedman Stat. Ms. Stat has served as a member of our Board of Directors since January 2021. Ms. Stat brings a wide range of business and leadership experience, with over two decades of experience in healthcare and technology. Ms. Stat was a senior advisor to Fortune 100 companies during her 15 years of experience at Accenture, from October 2005 to January 2021. Ms. Stat has served as an advisor, through her consulting firm, and on the board of directors of, health and software technology companies, as well as a non-profit healthcare organization. Ms. Stat served as Fractional Chief Administration Officer at Friendly Force, a satellite communications technology company, from December 2021 to December 2022, and now serves as an advisor. She also served as an Executive in Residence for Notley, a social impact community and venture organization, from June 2021 to June 2022. Ms. Stat has served as Managing Member and Chief Executive Officer of Figa Jewelry, a 3D printed jewelry company, since July 2022. She holds a B.S. in Science, Technology, and Society with a dual concentration in Math and Chemistry from Stanford University. Ms. Stat has been selected to serve on our Board of Directors due to her wide range of business and leadership experience, including leadership of sales pursuits, management of global operations, and responsibility for the growth and profitability of a segment of business. Eric Woersching. Mr. Woersching has served as a member of our Board of Directors since June 2022. Mr. Woersching currently serves as a private consultant for early stage software companies, where he focuses on corporate strategy, FP&A, analytics, operations and executive recruiting. From 2020 to 2022, Mr. Woersching served as the Vice President of Revenue Operations at EasyPost, where he was responsible for analytics, operations and corporate strategy, and Senior Advisor to the CEO, where he focused on corporate development, M&A and fundraising. From 2017 to 2019, Mr. Woersching was a general partner at Initialized Capital, a venture capital firm, where he served on the board of directors of several private technology companies. He holds both a B.S. and M.S. in Electrical Engineering from Stanford University and is a Chartered Financial Analyst. Mr. Woersching has been selected to serve on our Board of Directors due to his financial expertise and his experience as a venture capitalist, his experience as a director of private technology companies, and his operational experience at multiple technology companies.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Compensation, Nominating & Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. The Compensation, Nominating & Governance Committee requires certain minimum qualifications to be satisfied by any nominee for a position on our Board of Directors, including but not limited to the highest personal and professional ethics and integrity and proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. In its evaluation of director candidates, including the current directors eligible for re-election, our Compensation, Nominating & Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors and other director qualifications. In addition, the Compensation, Nominating & Governance Committee considers the following qualifications in assessing director nominees including, without limitation, issues of character, integrity, judgment, corporate experience, diversity of experience, background, independence, area of expertise, length of service, potential conflicts of interest, other commitments and the like, including as required by applicable laws, rules, and regulations. Our Board of Directors believes that our Board of Directors should be a diverse body, and the Compensation, Nominating & Governance Committee considers a broad range of perspectives, backgrounds, and experiences. If our Compensation, Nominating & Governance Committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Compensation, Nominating & Governance Committee, Board of Directors, or management. After completing its review and evaluation of director candidates, our Compensation, Nominating & Governance Committee recommends to our full Board of Directors the director nominees for selection. Our Compensation, Nominating & Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board of Directors.

  4. Director Compensation

    Director Compensation Pursuant to our Outside Director Compensation Policy, in effect during fiscal year 2023, each non-employee director (or “outside director”) other than Mr. Thiel (each, a “Non-Founder Outside Director”) receives compensation for his or her service consisting of cash retainers and equity awards. Mr. Thiel does not receive compensation or benefits under the Outside Director Compensation Policy, other than potential reimbursement of expenses as described below. Our Board of Directors may amend, alter, suspend, or terminate the Outside Director Compensation Policy at any time and for any reason, provided that no such amendment, alteration, suspension, or termination will materially impair the rights of an outside director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed in writing between the outside director and us. The Outside Director Compensation Policy will be administered by our Board of Directors or a designated committee of our Board of Directors.

  5. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($) | RSU Awards ($)(1) | Total ($) | | Peter Thiel(2) | — | — | — | | Alexander Moore(3) | 65,000 | 299,999 | 364,999 | | Alexandra Schiff(3) | 52,500 | 299,999 | 352,499 | | Lauren Friedman Stat(4) | 52,500 | 299,999 | 352,499 | | Eric Woersching(5) | 65,000 | 299,999 | 364,999 |

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of seven directors. At the annual meeting, seven directors will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal.

  7. Executive Summary

    Executive Summary Our fiscal year 2023 financial results showed year-over-year growth, including year-over-year revenue growth of 17% and four consecutive quarters of positive GAAP net income and GAAP income from operations. We look forward to carrying our momentum and profitability into 2024 and beyond. We believe that our executive compensation program directly supports our business strategy and continues to help drive our success and retention of our NEOs. Our program is designed to attract and retain our leadership team in the highly competitive technology talent market while also motivating our executives and aligning their interests with those of our stockholders. In 2020, our Board of Directors or its committees designed award packages for all of our NEOs for navigating Palantir through the listing process and leading a public company, and in order to incentivize and retain them through the direct listing process, the critical early days as a public company, and into the years ahead. We believed, and continue to believe, these outstanding awards effectively serve as a primary supporter of alignment between NEO incentives, our business objectives, and the interests of our stockholders in 2023, and that new equity grants to certain of our NEOs likely would need to be considered in 2024, given that certain NEOs would have completed vesting in their equity awards, and to continue such alignment into the future. In the second half of 2023, however, Mr. Taylor’s then current equity awards had largely fully vested. In an effort to retain and incentivize Mr. Taylor, and to reward him for his continued performance, on July 26, 2023, our Compensation, Nominating & Governance Committee granted Mr. Taylor an award of RSUs as discussed in more detail below. Other than Mr. Taylor’s RSU award, no additional equity incentive awards were made to our NEOs in 2021, 2022 or 2023.

  8. Compensation Philosophy

    Compensation Philosophy Our executive compensation philosophy is shaped by a strong belief that competitiveness of pay opportunities alongside a long-term, performance-based pay orientation drives our success and returns for our stockholders. The objective of our executive compensation program is to attract, retain, and incentivize the most talented personnel who embody our mission and values, increase the competitiveness of our overall compensation program relative to other companies we compete with for such personnel, and incentivize them to work diligently to further our growth and profitability. We do this by designing programs that link executive compensation to overall company performance and the interests of our stockholders. As our business evolves, we intend to continually evaluate our compensation programs, and we intend to review executive compensation in light of Palantir’s performance, macroeconomic and sector-specific developments, technology company pay practices, and other trends that may impact executive compensation. We will undertake future evaluations with the support of and input from outside executive compensation consultants and other relevant experts. Our compensation philosophy is centered around the following principles: •Competitiveness: we embrace the different facets of competitiveness—our employees are competitive in that they strive for excellence and measure themselves against goals and metrics of success. In order to retain this caliber of talent, we must provide competitive pay opportunities in a highly competitive talent market in the software and data analytics space. •Long-term alignment: our main priority is the sustainable creation of long-term value for our stockholders and the retention of our top executives. Our executive compensation program is designed to retain our executives through equity awards that vest over an extended time period. To further these principles, we adhere to the following corporate governance and compensation principles: •Constitute our Compensation, Nominating & Governance Committee solely with independent directors; •Provide a significant portion of compensation opportunities for NEOs in the form of equity awards that align the rewards to our NEOs with the interests of our stockholders; •Review the alignment between pay practices and our performance; •Engage an independent compensation advisor, who provides no other services to Palantir; and •Encourage executives to trade through 10b5-1 plans.

  9. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation, Nominating & Governance Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Semler Brossy was originally engaged by the Board of Directors and its legacy committees in the spring of 2019. Throughout 2023, Semler Brossy supported the Compensation, Nominating & Governance Committee by providing guidance regarding the amount and types of compensation and structures of compensation programs and awards that we provide to our executives, input on how our compensation practices compare to the compensation practices of other similarly situated high-growth technology companies, and advice on other compensation-related matters. Currently, Semler Brossy reports directly to the Compensation, Nominating & Governance Committee, although Semler Brossy may meet with members of management for the purposes of gathering information and providing input on proposals that management may make to the Compensation, Nominating & Governance Committee. Semler Brossy is independent under applicable guidelines and does not provide any services to us other than the services provided to the Compensation, Nominating & Governance Committee.

  10. Use of Comparative Market Data and Compensation Peer Group

    Use of Comparative Market Data and Compensation Peer Group In January 2023, our Compensation, Nominating & Governance Committee approved an executive compensation peer group developed with the assistance of Semler Brossy for anticipated use in connection with the Committee’s assessment of NEO compensation. Semler Brossy undertook a detailed review of the pool of U.S.-based publicly traded companies, taking into consideration direct relevance based on revenue, market capitalization, business fit, and drawing from similar talent pools. Based upon this review, Semler Brossy recommended and our Compensation, Nominating & Governance Committee subsequently approved the following compensation peer group, consisting of 21* publicly traded technology companies. The companies comprising the compensation peer group were as follows:

  11. Use of Comparative Market Data and Compensation Peer Group

    | Palo Alto Networks, Inc. | Paycom Software Inc. | | Autodesk, Inc. | Snowflake Inc. | | Cloudflare, Inc. | Splunk Inc.* | | Coupa Software* | The Trade Desk, Inc. | | CrowdStrike Holdings, Inc. | Twilio Inc. | | Datadog, Inc. | UiPath Inc. | | DocuSign, Inc. | Unity Software Inc. | | Fortinet, Inc. | VMware, Inc.* | | HubSpot, Inc. | Workday, Inc. | | MongoDB, Inc. | Zscaler, Inc. | | Okta, Inc. | |

  12. Use of Comparative Market Data and Compensation Peer Group

    *Coupa Software was acquired by Thoma Bravo in February 2023, VMware, Inc. was acquired by Broadcom Inc. in November 2023, and Splunk Inc. was acquired by Cisco Systems, Inc. in March 2024. This compensation peer group was considered by our Compensation, Nominating & Governance Committee as one reference point in determining the appropriateness of Mr. Taylor’s RSU award. Except for Mr. Taylor’s RSU award, no equity incentive grants were made to NEOs in 2023 and no changes were made to 2023 NEO base salaries. We believe that review of peer group data is one meaningful market reference for NEO pay levels and incentive design practices, which can potentially be useful to our Compensation, Nominating & Governance Committee in considering compensation in light of the competition for talent among our peers as we move forward as a public company. However, we recognize that peer group data is necessarily an imperfect tool for determining compensation, and that our business circumstances, strategy and performance, talent retention needs, and short and long-term incentive strategies may result in compensation program designs that are quite different from that of our peers. As a result, while in the future we expect to consider peer group data as an input, our Compensation, Nominating & Governance Committee does not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, based upon benchmarking to a peer or other representative group of companies.

  13. Base Salary and Bonuses

    Base Salary and Bonuses As part of our compensation packages, we provide a base salary to our NEOs. Consistent with our historical practice, a portion of each NEO’s base salary is paid in bi-monthly installments and a portion in either bi-monthly or quarterly installments as an additional stipend. With respect to Mr. Karp, approximately 72.6% of his total base salary is in the form of a travel stipend, which is paid to him in quarterly installments. We did not provide any bonuses to our NEOs related to their 2023 service. Cash compensation has not been, nor have we intended it to be, the most significant form of compensation for our NEOs. Descriptions of additional compensatory arrangements and values are described in further detail in the Fiscal 2023 Summary Compensation Table.

  14. Equity Compensation

    Equity Compensation For NEOs other than Mr. Taylor, we believe the outstanding equity awards held by our NEOs continued to support the retention of our NEOs and fostered their alignment with our stockholders during 2023, and as such, no new equity incentive grants were made to our other NEOs in 2023. In the second half of 2023, however, Mr. Taylor’s then current equity awards had largely fully vested. In an effort to retain and incentivize Mr. Taylor, and to reward him for his continued performance, on July 26, 2023, our Compensation, Nominating & Governance Committee granted Mr. Taylor an award of RSUs as discussed in more detail below. In July 2023, our Compensation, Nominating & Governance Committee worked closely with its compensation consultant Semler Brossy to assess the appropriate compensation structure and sizing for Mr. Taylor in connection with his role as CRO and CLO, taking into account previous individual equity grants made to Mr. Taylor which had either fully vested at the time of the Compensation, Nominating & Governance Committee’s consideration and approval of the new grant described below or would vest prior to the end of 2023. Mr. Taylor is a key member of our executive team and we were concerned that having him hold no unvested equity potentially jeopardized our ability to retain him. While our Compensation, Nominating & Governance Committee expected to take time at a future date to consider and develop a broader scale equity program for our NEOs for 2024, when other NEOs would also hold no unvested equity, they recognized that it was important to take interim steps to ensure that Mr. Taylor’s overall compensation provided adequate retention incentives in the shorter term and also continued to align with our long-term compensation philosophy. The Compensation, Nominating & Governance Committee determined that a new equity award to Mr. Taylor was appropriate to provide a relatively shorter-term retention “bridge” to any future NEO equity compensation programs the Compensation, Nominating & Governance Committee anticipated considering for 2024 and beyond, and to maintain competitive compensation for Mr. Taylor through the then-current fiscal year. In contemplating the appropriate design for Mr. Taylor’s award, our Compensation, Nominating & Governance Committee worked with Semler Brossy to consider retention goals, the need to retain alignment of Mr. Taylor’s incentives with those of our stockholders, and the desire to provide a calibrated and competitive award that reflects the hybrid and multifaceted role that the CRO and CLO occupies for us. Based on these considerations, and after analysis and guidance from Semler Brossy, our Compensation, Nominating & Governance Committee granted Mr. Taylor RSUs covering 369,067 shares of our Class A common stock in order for Mr. Taylor to continue to have substantially similar RSU vesting from a share perspective as the prior two years. In keeping with our goal of near-term retention while maintaining alignment with our emphasis on longer-term value creation, Mr. Taylor’s RSU award included both a service-based vesting schedule as well as additional share transfer restrictions. Specifically, to meet our retention goals, Mr. Taylor’s RSU award was structured to vest as to 50% of the total RSUs subject to the award on August 20, 2023, and the remaining 50% on November 20, 2023, based on Mr. Taylor’s continued service, and, as an additional term of this RSU award, Mr. Taylor was restricted from selling or otherwise transferring the vested shares for 9 months following their applicable vesting dates (other than shares sold to cover tax withholdings and related fees). In order to provide context for the Compensation, Nominating & Governance Committee’s compensation decisions related to our NEOs in 2023, details on outstanding awards granted prior to 2023 are provided in summary fashion below, with additional detail on vesting provisions found in the Outstanding Equity Awards at Fiscal Year End Table and under the section of this Proxy Statement entitled “Change in Control Provisions Under 2020 Executive Equity Awards.” Specifically, as described in the Compensation Discussion and Analysis section of our proxy statement for our 2021 annual meeting of stockholders (the “2021 CD&A”), in July 2020, our CEO, President, and our then-COO (now CTO) were granted out-of-the-money options (the “Executive Options”) and RSUs (the “Executive RSUs”) to balance the need to retain these executives over the long-term and the desire to tie their compensation to our long-term performance and success. The Executive Options and Executive RSUs contain certain provisions for partial acceleration in connection with a change in control of Palantir, which were implemented to strongly incentivize the NEOs to appropriately consider Palantir change in control scenarios that are in the best interests of our stockholders, while neither excessively encouraging nor discouraging the pursuit of these transactions. Similarly, as described in the 2021 CD&A, in August 2020, our CFO and then-CLBAO (now CRO and CLO) were granted RSUs intended to both retain and motivate them over the next several years. The vesting of the remainder of Mr. Glazer’s 2020 RSU award is back-loaded, such that a larger portion vested in 2023 as compared to 2020, 2021, and 2022, to encourage his retention and the successful execution of our strategic growth plan. The RSUs granted to Messrs. Glazer and Taylor in 2020 did not contain special acceleration of vesting features, but are subject to the change in control acceleration provisions of our 2010 Equity Incentive Plan, which was our primary pre-listing equity incentive plan.

  15. Post-Employment Compensation

    Post-Employment Compensation The post-employment compensation terms for key executives are designed to ensure that a change in control only occurs when there is benefit to stockholders. Other than the termination provisions described above related to the equity awards granted to our NEOs and the post-termination security continuation arrangements with Mr. Karp, we have not entered into severance or change in control arrangements with our NEOs. We may consider doing so in the future if we believe it to be important to the continued retention and focus of our NEOs.

  16. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to each individual who served as one of our named executive officers during the fiscal years ended December 31, 2021, 2022 and 2023.

  17. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Alexander Karp Chief Executive Officer | 2023 | 1,101,637 | — | 2,396,560(2) | 3,498,197 | | | 2022 | 1,101,637 | — | 4,390,966 | 5,492,603 | | | 2021 | 1,101,637 | — | 3,381,977 | 4,483,614 | | Stephen Cohen President & Secretary | 2023 | 273,636 | — | 83,653(3) | 357,289 | | | 2022 | 273,636 | — | 310,269 | 583,905 | | | 2021 | 1,229,461(4) | — | 699,406 | 1,928,867 | | Shyam Sankar Chief Technology Officer & Executive Vice President | 2023 | 509,419 | — | 122,761(5) | 632,180 | | | 2022 | 509,419 | — | 137,453 | 646,872 | | | 2021 | 509,419 | — | 189,268 | 698,687 | | David Glazer Chief Financial Officer & Treasurer | 2023 | 450,200 | — | 24,555(6) | 474,755 | | | 2022 | 450,200 | — | 23,640 | 473,840 | | | 2021 | 450,200 | — | 25,522 | 475,722 | | Ryan Taylor Chief Revenue Officer and Chief Legal Officer | 2023 | 437,925 | 5,085,743 | 26,355(7) | 5,550,023 | | | 2022 | 437,925 | — | 25,440 | 463,365 | | | 2021 | 437,925 | — | 24,890 | 462,815 |

  18. Fiscal 2023 Summary Compensation Table

    _______________ (1)This column reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 of the RSUs granted to our NEOs. The assumptions used in the valuation of these awards are described in the notes to our consolidated financial statements, which are included in the Form 10-K. As described in the notes to the Form 10-K, we generally estimate the grant date fair value of time-based RSU awards based on the closing market price of our Class A common stock on the date of grant; for time-based RSU awards subject to transfer restrictions, the estimated grant date fair value is adjusted to account for those restrictions. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by our NEOs. (2)The amount reported includes (i) costs related to the provision of personal tax services in the amount of $363,000, (ii) costs related to the provision of additional umbrella liability insurance coverage in the amount of $78,980, (iii) approximately $1,299,766 in costs related to personal security services provided pursuant to an overall security program based on an independent security study, with such costs being calculated based on an allocation of total costs incurred by Palantir attributable to personal use of the security services, and (iv) approximately $654,813 in costs related to the use of chartered aircraft pursuant to the security program noted above incurred in connection with personal travel, with such costs representing actual costs incurred by Palantir. No tax-gross-ups were paid to Mr. Karp with respect to any of his 2023 compensation. (3)The amount reported includes (i) costs related to the provision of personal tax services in the amount of $75,198, and (ii) costs related to the provision of additional umbrella liability insurance coverage in the amount of $8,455. No tax-gross-ups were paid to Mr. Cohen with respect to any of his 2023 compensation. (4)A portion of the disclosed amount relates to a compensation adjustment, as described in our proxy statements for our annual meetings of stockholders in 2022 and 2021. (5)The amount reported includes (i) costs related to the provision of personal tax services in the amount of $114,306, and (ii) costs related to the provision of additional umbrella liability insurance coverage in the amount of $8,455. No tax-gross-ups were paid to Mr. Sankar with respect to any of his 2023 compensation. (6)The amount reported includes (i) a stipend related to personal tax services in the amount of $16,100 and (ii) costs related to the provision of additional umbrella liability insurance coverage in the amount of $8,455. No tax-gross-ups were paid to Mr. Glazer with respect to any of his 2023 compensation. (7)The amount reported includes (i) a stipend related to personal tax services in the amount of $17,900 and (ii) costs related to the provision of additional umbrella liability insurance coverage in the amount of $8,455. No tax-gross-ups were paid to Mr. Taylor with respect to any of his 2023 compensation.

  19. Fiscal 2023 Grants of Plan-Based Awards

    Fiscal 2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to all plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2023.

  20. Fiscal 2023 Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of shares of stock or units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | Ryan Taylor | 07/26/2023(2) | 369,067 | 5,085,743 |

  21. Fiscal 2023 Grants of Plan-Based Awards

    (1)Amounts represent the grant date fair value computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in the Form 10-K, with the grant date fair value of time-based RSU awards subject to transfer restrictions adjusted to account for such restrictions. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by Mr. Taylor. (2)Award of RSUs granted pursuant to the terms and conditions of our 2020 Plan and an RSU agreement thereunder. The RSUs comprising this award vested as to (i) 50% of the total award on August 20, 2023, and (ii) the remaining 50% on November 20, 2023. The shares settled at each vesting date or, if the vesting date was not a trading day, the trading day immediately following such vesting date. The award was no longer outstanding as of December 31, 2023.

  22. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding equity awards held by our named executive officers as of December 31, 2023. See “ —Potential Payments upon Termination or Change of Control” below for information regarding the impact of certain employment termination scenarios on outstanding equity awards.

  23. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | | Alexander Karp | 08/06/2020 | 35,250,000(2) | 105,750,000 | 11.38 | 08/20/2032 | — | — | | | 08/06/2020 | — | — | — | — | 26,325,000(3) | 452,000,250 | | | 08/06/2020 | — | — | — | — | 2,925,000(4) | 50,222,250 | | Stephen Cohen | 06/09/2020 | 12,401,568(5) | — | 4.72 | 06/08/2030 | — | — | | | 08/06/2020 | 6,750,000(6) | 6,750,000 | 11.38 | 08/20/2032 | — | — | | | 08/06/2020 | — | — | — | — | 6,750,000(7) | 115,897,500 | | Shyam Sankar | 06/04/2020 | 537,288(5) | — | 4.72 | 06/03/2030 | — | — | | | 08/06/2020 | 3,750,000(6) | 3,750,000 | 11.38 | 08/20/2032 | — | — | | | 08/06/2020 | — | — | — | — | 3,750,000(7) | 64,387,500 | | David Glazer | 06/04/2020 | 1,479,169(8) | — | 4.72 | 06/03/2030 | — | — | | Ryan Taylor | 06/04/2020 | 1,535,504(8) | — | 4.72 | 06/03/2030 | — | — |

  24. Outstanding Equity Awards at Fiscal Year End

    _______________ (1)The market value is based on the closing price of our Class A common stock on December 29, 2023 of $17.17 per share. (2)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our Executive Equity Plan and a stock option agreement thereunder. The stock option vests in 40 equal quarterly installments beginning on August 20, 2021. (3)Amount reflects shares of our Class B common stock subject to an award of RSUs pursuant to the terms and conditions of our 2010 Plan and an RSU agreement thereunder. The RSUs vest in 40 equal quarterly installments beginning on August 20, 2021. (4)Amount reflects shares of our Class B common stock subject to an award of RSUs pursuant to the terms and conditions of our Executive Equity Plan and an RSU agreement thereunder. The RSUs vest in 40 equal quarterly installments beginning on August 20, 2021. (5)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our 2010 Plan and a stock option agreement thereunder. The shares subject to the stock option are fully vested and exercisable. (6)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our Executive Equity Plan and a stock option agreement thereunder. Each stock option vests in 20 equal quarterly installments beginning on August 20, 2021. (7)Amount reflects shares of our Class B common stock subject to an award of RSUs pursuant to the terms and conditions of our 2010 Plan and an RSU agreement thereunder. The RSUs vest in 20 equal quarterly installments beginning on August 20, 2021. (8)Amount reflects shares of our Class A common stock subject to stock options granted pursuant to the terms and conditions of our 2010 Plan and stock option agreements thereunder. The shares subject to the stock options are fully vested and exercisable.

  25. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information concerning option exercises and value realized upon the exercise of stock options and the vesting of RSU grants by our named executive officers during the fiscal year ended December 31, 2023.

  26. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#)(2) | Value realized on vesting ($)(3) | | Alexander Karp | — | — | 3,900,000 | 54,405,000 | | Stephen Cohen | — | — | 2,700,000 | 37,665,000 | | Shyam Sankar | 3,397,712 | 50,447,856 | 2,341,320 | 32,661,414 | | David Glazer | — | — | 1,504,760 | 20,991,402 | | Ryan Taylor | — | — | 650,000 | 10,198,015 |

  27. Option Exercises and Stock Vested

    _______________ (1)Reflects the product of the number of shares of stock subject to the exercised option multiplied by the difference between the market price of our Class A common stock at the time of exercise and the exercise price of the option. (2)Reflects the gross number of shares acquired in connection with RSU vesting. A portion of RSU shares were automatically sold to cover tax withholding obligations incurred in connection with each vesting date, reducing the number of shares ultimately acquired by the individual. (3)Reflects the product of the number of shares of stock vested multiplied by the closing price of our Class A common stock on the vesting date or, if the vesting date was not a trading day, by the closing price on the last trading day immediately preceding such vesting date.

  28. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  29. Change in Control Provisions under the 2020 Plan, 2010 Plan, and Executive Equity Plan

    | Name | Executive Benefits and Payments Upon Termination or Change in Control | Change in Control ($)(1) | | Alexander Karp | Restricted Stock Units | 251,111,250(2) | | | Executive Equity Plan Option Grant | 306,146,250(2) | | | TOTAL | 557,257,500 | | Stephen Cohen | Restricted Stock Units | 92,718,000(3) | | | Stock Options | 31,266,000(3) | | | TOTAL | 123,984,000 | | Shyam Sankar | Restricted Stock Units | 51,510,000(4) | | | Stock Options | 17,370,000(4) | | | TOTAL | 68,880,000 | | David Glazer | Restricted Stock Units | — | | | Stock Options | — | | | TOTAL | — | | Ryan Taylor | Restricted Stock Units | — | | | Stock Options | — | | | TOTAL | — |

  30. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of our CEO and the total annual compensation of our median employee (other than our CEO). For our last completed fiscal year, which ended December 31, 2023. •The CEO’s total annual compensation in 2023 was $3,498,197. •The median employee’s total annual compensation in 2023 (as determined using the methodology described below) was $191,630. •Based on the above, for fiscal 2023, the ratio of our CEO’s total annual compensation to the median employee total annual compensation was approximately 18.0 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act, and is based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratios. Accordingly, the pay ratios disclosed by other companies may not be comparable to our pay ratio as disclosed above. We identified the median employee from among all of Palantir’s employees, excluding our CEO and including employees of Palantir’s consolidated subsidiaries. To identify our median employee, we used (i) total annual base pay, (ii) bonuses and cash incentives paid in fiscal year 2023, and (iii) the grant date fair value of equity awards made in fiscal year 2023 as our consistently applied compensation measure. We applied this measure to our eligible population as of December 31, 2023 (the “Determination Date”), and annualized base pay for employees that were not employed for the full year. Payments not made in U.S. dollars were converted to U.S. dollars using the exchange rate as of the Determination Date. After identifying the median employee using this approach, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our named executive officers in the Fiscal 2023 Summary Compensation Table above. For our CEO, we used the amount reported in the “Total” column of the Fiscal 2023 Summary Compensation Table above.

  31. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information concerning the relationship between executive compensation actually paid and certain measures of our financial performance for the years ended December 31, 2023, 2022, 2021 and 2020 as determined in accordance with the requirements published by the SEC. For further information concerning our compensation philosophy, please see the section titled “Executive Compensation.” It is important to note that the “compensation actually paid” (“CAP”) numbers in the table below are computed based on SEC rules (including how to account for changes in the value of unvested equity) and in our case, are driven primarily by changes in our stock price. Our stock price growth during fiscal year 2023 resulted in approximately $24 billion of value created for our stockholders (over 100% growth) and because of this, and following SEC disclosure rules, the fiscal year 2023 CAP disclosed below has increased.

  32. Pay vs. Performance Table

    Pay vs. Performance Table

  33. Pay vs. Performance Table

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in thousands)(7) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | 2023 | $3,498,197 | $1,099,624,082 | $1,753,562 | $65,371,598 | $180.74 | $170.48 | $209,825 | | 2022 | $5,492,603 | $(1,709,637,930) | $541,996 | $(112,628,126) | $67.58 | $108.01 | $(373,705) | | 2021 | $4,483,614 | $(894,125,580) | $891,523 | $(56,560,525) | $191.68 | $150.42 | $(520,379) | | 2020 | $1,098,513,297 | $3,868,940,075 | $86,938,498 | $316,157,985 | $247.89 | $111.81 | $(1,166,391) |

  34. Pay vs. Performance Table

    _______________ (1)The dollar amounts in this column are the amounts of total compensation reported for Mr. Karp (our Principal Executive Officer, who we refer to in this disclosure as our “CEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The dollar amounts in this column represent the amount of “compensation actually paid” to Mr. Karp. The term “compensation actually paid” or “CAP” does not reflect the amount of compensation actually paid, earned or received by him during the applicable year. Per relevant rules, Mr. Karp’s CAP was calculated by adjusting the Summary Compensation Table Total values for CEO for the applicable year in accordance with the adjustment table below:

  35. Pay vs. Performance Table

    | Year | Reported Summary Compensation Table Total for CEO | | Less: Reported Value of Equity Awards to CEO(a) | | Add: Equity Award Adjustments to CEO(b) | | Compensation Actually Paid to CEO | | | 2023 | | 3,498,197 | | 0 | | 1,096,125,885 | | 1,099,624,082 | | 2022 | | 5,492,603 | | 0 | | (1,715,130,533) | | (1,709,637,930) | | 2021 | | 4,483,614 | | 0 | | (898,609,194) | | (894,125,580) | | 2020 | | 1,098,513,297 | | 1,094,251,743 | | 3,864,678,521 | | 3,868,940,075 |

  36. Pay vs. Performance Table

    _______________ (a)The amounts in this column reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” column, as applicable, in the Summary Compensation Table for the applicable year for Mr. Karp. For the Summary Compensation Table pertaining to 2020, please see our proxy statement for our annual meeting of stockholders in 2023. (b)The amounts deducted or added in calculating the total equity award adjustments in the above table are as follows:

  37. Pay vs. Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year* | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Change in Fair Value between End of Prior Year and Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Equity Award Adjustments | | | 2023 | | 0 | | 998,016,075 | | 0 | | 98,109,810 | | 0 | | 0 | | 1,096,125,885 | | 2022 | | 0 | | (1,558,644,915) | | 0 | | (156,485,618) | | 0 | | 0 | | (1,715,130,533) | | 2021 | | 0 | | (892,150,035) | | 22,283 | | (6,481,442) | | 0 | | 0 | | (898,609,194) | | 2020 | | 3,763,533,900 | | 86,971,813 | | 0 | | 14,172,808 | | 0 | | 0 | | 3,864,678,521 |

  38. Pay vs. Performance Table

    * In accordance with the relevant rules, the fair values of unvested and outstanding equity awards to our NEOs (including Mr. Karp) were remeasured as of each vesting date and as of the end of each fiscal year during the years displayed in the table above. For options, the fair values as of each measurement date were determined using the Black-Scholes model, with assumptions and methodologies regarding volatility, dividend yield, and risk-free rates that are generally consistent with those used to estimate fair value at grant under US GAAP. The expected life of options as of each measurement date is estimated based on consideration of consistency with the original valuation assumptions for the grant, the circumstances of the grant at the measurement date, and other relevant factors under US GAAP. The resulting expected term assumptions ranged between 0.9 - 11.6 years for 2020, 0.5 – 11 years for 2021, 3.0 – 10.5 years for 2022 and 0.6 – 9.5 years for 2023. The range of estimates used in the fair value calculations are as follows: (i) for 2023, volatility between 62% - 69%, and risk-free rate between 3.6% - 5.4%; (ii) for 2022, volatility between 71% - 71.39%, and risk-free rate between 1.12% - 4.36%; (iii) for 2021, volatility at 71%, and risk-free rate between 0.04% - 1.58%; and (iv) for 2020, volatility at 71%, and risk-free rate between 0.1% - 1.68%. Since Palantir did not pay any dividends during the period from our direct listing through the end of fiscal year 2023, the dividend yield was set to 0% for all measurement dates. The vesting of the Growth Units granted on May 30, 2019 was based on a service requirement of 180 days post-our direct listing. As such, to account for the value of the growth units, the stock price of each measurement date post-our direct listing was used. For the RSUs, the value is based on Palantir’s stock price as of the measurement date, adjusted to account for the transfer restrictions, if any, that apply to the RSUs. (3)The dollar amounts in this column represent the average of the amounts reported for our NEOs as a group (excluding Mr. Karp) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Karp) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Stephen Cohen, Shyam Sankar, David Glazer, Ryan Taylor, (ii) for 2022, Stephen Cohen, Shyam Sankar, David Glazer, Ryan Taylor, (iii) for 2021, Stephen Cohen, Shyam Sankar, David Glazer, Ryan Taylor; and (iv) for 2020, Stephen Cohen, Shyam Sankar, David Glazer, Ryan Taylor. (4)The dollar amounts in this column represent the average CAP amount to the NEOs as a group (excluding Mr. Karp) determined under the same methodology described in (2) above. Per relevant rules, Average CAPs to Non-CEO NEOs were calculated by adjusting the Summary Compensation Table Total values for the applicable year in accordance with the adjustment table below:

  39. Pay vs. Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs | | Less: Average Reported Value of Equity Awards for Non-CEO NEOs(a) | | Add: Average Equity Award Adjustments for Non-CEO NEOs(b) | | Average Compensation Actually Paid to Non-CEO NEOs | | | 2023 | | 1,753,562 | | 1,271,436 | | 64,889,472 | | 65,371,598 | | 2022 | | 541,996 | | 0 | | (113,170,122) | | (112,628,126) | | 2021 | | 891,523 | | 0 | | (57,452,048) | | (56,560,525) | | 2020 | | 86,938,498 | | 84,309,562 | | 313,529,049 | | 316,157,985 |

  40. Pay vs. Performance Table

    _______________ (a)The amounts in this column reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” column, as applicable, in the Summary Compensation Table for the applicable year for our NEOs as a group (excluding Mr. Karp). For the Summary Compensation Table pertaining to 2020, please see our proxy statement for our annual meeting of stockholders in 2023. (b)The amounts deducted or added in calculating the total equity award adjustments in the above table are as follows:

  41. Pay vs. Performance Table

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Average Change in Fair Value between End of Prior Year and Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year* | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Average Equity Award Adjustments | | | 2023 | | 0 | | 45,187,013 | | 1,378,790 | | 18,323,670 | | 0 | | 0 | | 64,889,472 | | 2022 | | 0 | | (87,619,807) | | 0 | | (25,550,314) | | 0 | | 0 | | (113,170,122) | | 2021 | | 0 | | (57,633,177) | | 21,282 | | 159,848 | | 0 | | 0 | | (57,452,048) | | 2020 | | 281,243,796 | | 17,362,574 | | 6,028,288 | | 8,894,391 | | 0 | | 0 | | 313,529,049 |

  42. Pay vs. Performance Table

    * In June 2020, in connection with a broad-based repricing, certain underwater stock options of our Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $4.72 per share and a new maximum term (“Option Exchange”), with all other terms remaining the same. For purposes of calculating the equity award adjustments shown in the table above, the incremental change in fair value recognized related to the Option Exchange is reflected in this column. (5)The amounts in this column show changes over our past four fiscal years in the value of a hypothetical $100 (assuming reinvestment of dividends, but noting that for the period in question no dividends were paid) invested in Palantir’s common shares traded on the NYSE. For 2020, this reflects a change starting with the closing price on the day that Palantir’s common stock was first traded on the NYSE, which was September 30, 2020. (6)The amounts in this column show changes over our past four fiscal years in the value of $100 (assuming reinvestment of dividends), invested in the S&P 500 Information Technology Index. For 2020, this reflects a change starting with the closing price on the day that Palantir’s common stock was first traded on the NYSE, which was September 30, 2020. (7)The dollar amounts reported in this column represent the amount of net income (loss) reflected in Palantir’s audited financial statements for the applicable year.

  43. Description of Relationship Between the Information Presented in the Pay versus Performance Table

    Description of Relationship Between the Information Presented in the Pay versus Performance Table In accordance with the relevant rules, we are providing the following description of the relationships between the information presented in the Pay versus Performance table on CAP and each of cumulative total shareholder return (“TSR”) and net income (loss).

  44. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Denver, Colorado April 26, 2024