DEF 14A of Planet Labs PBC, May 30, 2023

DEF 14A of Planet Labs PBC

Filed May 30, 2023 · FY20230001836833-23-000033

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS At the Annual Meeting, two (2) Class II Directors are to be elected to hold office until the annual meeting of stockholders to be held in 2026 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees for Class II Director receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Our board of directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class II, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2026 annual meeting of stockholders; Class III, whose term will expire at the 2024 annual meeting of stockholders; and Class I, whose term will expire at the 2025 Annual Meeting of Stockholders. The current Class I Directors are William Marshall, Robert Schingler Jr. and J. Heidi Roizen, the current Class II Directors are Niccolo de Masi and Vijaya Gadde; and the current Class III Directors are Kristen Robinson, Carl Bass and Ita Brennan. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election as members of our board of directors, the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by our board of directors or our board of directors may elect to reduce its size. Our board of directors has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  2. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES

  3. NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING) The nominees for election to our board of directors as Class II Directors are as follows:

  4. NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    | Name | Position | Age | | Niccolo de Masi | Director | 42 | | Vijaya Gadde | Director | 48 |

  5. NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    Niccolo de Masi was the Chief Executive Officer and a director of dMY Technology Group, Inc. IV from its inception in December 2020 until the consummation of the Business Combination, and has since been a member of the board of directors of Planet Labs PBC. Currently, Mr. de Masi is a member of the board of directors of Rush Street Interactive Inc. (NYSE: RSI) (previously dMY Technology Group, Inc.) since September 2019, where he also served as the Chief Executive Officer from January 2020 until December 2020. Mr. de Masi is also a member of the board of directors of IONQ Inc. (NYSE: IONQ) (previously dMY Technology Group, Inc. III) since September 2020, where he also served as the Chief Executive Officer from September 2020 until March 2021. Mr. de Masi is also a member of the board of directors of Genius Sports Limited (NYSE: GENI) (previously dMY Technology Group, Inc. II) since June 2020, where he also served as the Chief Executive Officer from June 2020 until April 2021. Mr. de Masi is also a member of the board of directors of dMY Technology Group, Inc. VI (NYSE: DMYS) since April 2021, where he also serves as the Chief Executive Officer and dMY Squared Technology Group, Inc. (NYSE: DMYY) since March 2022, where he also serves as the Chief Executive Officer. Previously, Mr. de Masi served as a member of the board of directors (from January 2010 to April 2021), as chairman (from December 2014 to April 2021), interim chairman (from July 2014 to April 2021) and as President and Chief Executive Officer (from January 2010 to November 2016) of Glu Mobile (Nasdaq: GLUU), which was sold to Electronic Arts in 2021. Mr. de Masi also served as President of Products and Solutions and chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) from February 2019 to March 2020 and served as a member of its board of directors from October 2018 to January 2020. Mr. de Masi also served as the President of Essential Products from November 2016 to October 2018. Prior to that, Mr. de Masi also held various leadership positions at Xura, Hands-On Mobile and Monstermob. Mr. de Masi also serves on the Leadership Council of the UCLA Grand Challenges and on the Board of Jagex Ltd. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University. We believe Mr. de Masi is qualified to serve as a member of the board of directors of Planet due to his extensive leadership experience and public company board experience. Vijaya Gadde joined the board of Planet Labs PBC in December 2021 in connection with the consummation of the Business Combination. Recently, Ms. Gadde served as the Chief Legal Officer and Secretary of Twitter, Inc. (NYSE: TWTR), leading its legal, public policy and trust and safety teams around the world from February 2018 to October 2022 and as their Secretary from August 2013 to October 2022. Prior to her role as Chief Legal Officer, she also served as General Counsel at Twitter, Inc. from August 2013 to February 2018, as their Head of Communications from July 2015 to August 2016, and as their Director, Legal from July 2011 to August 2013. Prior to joining Twitter, Inc. in 2011, she served as Senior Director, Legal at Juniper Networks, Inc. (NYSE: JNPR) and worked for nearly ten years at Wilson Sonsini Goodrich & Rosati. Ms. Gadde is also a member of the board of directors of Guardant Health, Inc. (Nasdaq: GH) since January 2020. Ms. Gadde previously served on the board of trustees of NYU Law School and the board of directors of Mercy Corps, a global humanitarian aid and development organization, which partners with communities, corporations, and governments. Ms. Gadde is also a co-founder of #Angels, an investment collective focused on funding diverse and ambitious founders pursuing bold ideas. She received a JD from New York University School of Law and a BS in Industrial and Labor Relations from Cornell University. We believe Ms. Gadde is qualified to serve as a member of our board of directors due to her extensive executive experience in the technology sector as well as her experience with corporate governance and global affairs.

  6. NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    | PLANET LABS PBC | PROXY STATEMENT | 12 |

  7. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of our board of directors who are Class I Directors are as follows:

  8. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | Name | Position | Age | | William Marshall | Chairperson, Co-Founder and Chief Executive Officer | 44 | | Robert Schingler, Jr. | Director, Co-Founder and Chief Strategy Officer | 44 | | J. Heidi Roizen | Director | 65 |

  9. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    William Marshall has served as a director of Planet since he co-founded Planet in 2010 under the name Cosmogia Inc., and has served as Planet’s Chief Executive Officer since his appointment in 2011, during which time he also held the title of Chief Scientist at Planet. He has served as a director and the Chairperson of the board of directors and Chief Executive Officer of Planet Labs PBC since the consummation of the Business Combination in December 2021. Previously, Dr. Marshall was a Scientist at NASA/USRA where he helped formulate the Small Spacecraft Office at NASA Ames Research Center, worked as a systems engineer on lunar orbiter mission “LADEE” and a member of the science team for the lunar impactor mission “LCROSS,” served as Co-Principal Investigator on PhoneSat, and was the technical lead on research projects in space debris remediation. Dr. Marshall holds a Ph.D. in Physics from the University of Oxford and a Masters in Physics with Space Science and Technology from the University of Leicester. He was also a Postdoctoral Fellow at George Washington University and Harvard University. We believe Dr. Marshall is qualified to serve as a member of our board of directors due to his technical expertise, industry knowledge, and his history as Planet’s co-founder. Robert (Robbie) Schingler, Jr. co-founded Planet in 2010 under the name Cosmogia Inc. He has served as a director of Planet since 2011 and as Planet’s Chief Strategy Officer since 2015, during which time he also held the title of Chief Operating Officer and Chief Financial Officer at Planet. He has served as a director and the Chief Strategy Officer of Planet Labs PBC since the consummation of the Business Combination in December 2021. Previously, Mr. Schingler spent 9 years at NASA, where he helped formulate the Small Spacecraft Office at NASA Ames Research Center with Dr. Marshall and was Chief of Staff for the Office of the Chief Technologist at NASA Headquarters. He received an MBA from Georgetown University, an MS in Space Studies from the International Space University, and a BS in Engineering Physics from Santa Clara University. Mr. Schingler was also a 2005 Presidential Management Fellow. We believe Mr. Schingler is qualified to serve as a member of our board of directors due to his technical expertise, industry knowledge, and his history as Planet’s co-founder. J. Heidi Roizen has served as a director of Planet since March 2018 and has served on the board of directors of Planet Labs PBC since the consummation of the Business Combination in December 2021. Ms. Roizen is a partner with leading venture capital firm Threshold Ventures (formerly Draper Fisher Jurvetson) since 2012, and serves as a board director for privately-held portfolio companies Upside Foods, Inc., and Polarr, Inc. Ms. Roizen was also a member of the board of directors of Invitation Homes Inc. (NYSE: INVH) from May 2020 to May 2023. Among her past activities, Ms. Roizen has served as a member of the board of directors of the National Venture Capital Association, where she served on its Executive Committee, chaired its annual conference, and chaired its Public Outreach Committee, and as a member of the board of directors of Daily Mail & General Trust plc. She has served on numerous private and public company boards, including, TiVo Inc. and Great Plains Software Inc. Before becoming a venture capitalist, Ms. Roizen served as Vice President of World Wide Developer Relations for Apple Inc. Ms. Roizen started her career as an early Silicon Valley pioneer, co-founding software company T/Maker in 1983 and serving as its CEO for over a decade until its acquisition by Deluxe Corporation. Ms. Roizen holds an A.B. in English from Stanford University and an MBA from the Stanford Graduate School of Business. We believe Ms. Roizen is qualified to serve as a member of our board of directors due to her extensive experience with technology organizations and public company boards of directors.

  10. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | PLANET LABS PBC | PROXY STATEMENT | 13 |

  11. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)

    CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING) The current members of our board of directors who are Class III Directors are as follows:

  12. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)

    | Name | Position | Age | | Kristen Robinson | Director | 60 | | Carl Bass | Director | 66 | | Ita Brennan | Director | 56 |

  13. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)

    Kristen Robinson has served as a director of Planet since November 2022. Ms. Robinson serves as a member of the board of directors of Verint Systems Inc. (Nasdaq: VRNT) since February 2022 and as an advisory council member at Betterworks, Inc. since September 2017. Recently, Ms. Robinson served as the Chief People Officer at Splunk Inc. (Nasdaq: SPLK), a software platform provider from January 2020 until July 2022. Previously, Ms. Robinson served as the Chief Human Resources Officer at Pandora Media Inc., a subscription-based music streaming service, from March 2014 until April 2019. Ms. Robinson has served in similar positions at other software and technology companies, including Yahoo! Inc., Verigy Ltd., Agilent Technologies, Inc. (NYSE: A) and HP, Inc. (NYSE: HPQ), as well as in other business roles, including as a CPA, roles in finance, marketing and new venture general management. Ms. Robinson is also an honorary advisor to Her Allies Inc. Ms. Robinson holds an MBA from Northwestern University and a BS in Accounting from Boston College. We believe Ms. Robinson is qualified to serve as a member of our board of directors due to her broad understanding of various aspects of business management and extensive experience as a human resources executive at a number of global public companies. Carl Bass joined Planet’s board in 2016 and has been a member of the board of directors of Planet Labs PBC since the consummation of the Business Combination in December 2021. Mr. Bass has held numerous board member positions at public technology companies and has held multiple executive roles in the technology industry. Recently, Mr. Bass served as the lead independent director of Zendesk Inc. (NYSE: ZEN), a customer service software company, from February 2016 to July 2022, and served as a director at Box, Inc. (NYSE: BOX), a cloud software company, from May 2020 to March 2022. Previously, Mr. Bass served on the board of directors of Ouster, Inc. (NYSE: OUST), a software company, from March 2021 to June 2021, on the board of directors of Agile Growth Corp. (Nasdaq: AGCR), a special purpose acquisition company, from February 2021 to February 2022, as the President and Chief Executive Officer at Autodesk, Inc. (Nasdaq: ADSK), a software company, from May 2006 to February 2017, as the Interim Chief Financial Officer of Autodesk from August 2014 to November 2014 and on the board of directors of Autodesk from January 2006 to June 2018. Prior to Autodesk, Mr. Bass co-founded Ithaca Software and Buzzsaw.com (both acquired by Autodesk). Mr. Bass has also served on the board of directors of HP, Inc. (NYSE: HPQ) from November 2015 to September 2017, and on the board of directors of E2open, Inc. (NYSE: ETWO) from July 2011 until it was acquired by Insight Venture Partners in March 2015. Mr. Bass also served on the board of directors of other technology companies, including Arris Composites, Built Robotics, Bright Machines, VELO3D (NYSE: VLD), and Formlabs. In addition, Mr. Bass serves on the board of trustees of the California College of the Arts, and on the advisory boards of Cornell Computing and Information Science, UC Berkeley School of Information, and UC Berkeley College of Engineering. Mr. Bass holds a B.A. in mathematics from Cornell University. We believe Mr. Bass is qualified to serve as a member of our board of directors due to his extensive executive experience in the technology sector, and public company board experience at technology companies. Ita Brennan joined Planet’s board in June 2021 and has served on the board of directors of Planet Labs PBC since the consummation of the Business Combination in December 2021. Currently, Ms. Brennan also serves as Chief Financial Officer at Arista Networks, Inc. (NYSE: ANET), a cloud networking solutions company, since May 2015. Ms. Brennan has been a member of the board of directors of Cadence Design Systems, Inc. (Nasdaq: CDNS), a multinational computational software company, since March 2020. Previously, Ms. Brennan served as Chief Financial Officer of QuantumScape Corporation (NYSE: QS), a designer and manufacturer of solid-state lithium metal batteries, from March 2014 to May 2015. Prior to joining QuantumScape Corporation, Ms. Brennan held various roles at Infinera Corporation (Nasdaq: INFN), an intelligent transport networking company, most recently as Chief Financial Officer from July 2010 to February 2014 and Vice President of Finance and Corporate Controller from July 2006 to July 2010. From 1997 to 2006, Ms. Brennan held various roles at Maxtor Corporation, a multi-billion dollar information storage solutions company, including Vice President of Finance for the company’s worldwide operations. She previously served as a member of the board of directors of LogMeIn, Inc., a provider of web-based remote access software and services, from November 2018 to August 2020. Ms. Brennan is a fellow of the Institute of Chartered Accountants and a public accounting alumna of Deloitte & Touche, having worked at the firm in both Ireland and the U.S. We believe Ms. Brennan is qualified to serve as a member of our board of directors due to her extensive executive experience and public company board experience at technology companies.

  14. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)

    | PLANET LABS PBC | PROXY STATEMENT | 14 |

  15. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The nominating and corporate governance committee is responsible for identifying and reviewing the qualifications, qualities, skills and other expertise of potential director candidates and recommending to our board of directors those candidates to be nominated for election to our board of directors. The nominating and corporate governance committee will identify and evaluate potential members of the board of directors to ensure the board of directors has requisite expertise and consists of individuals with sufficiently diverse and independent backgrounds. To facilitate the search process for director candidates, the nominating and corporate governance committee may solicit our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The nominating and corporate governance committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the nominating and corporate governance committee reviews the backgrounds of those candidates, evaluates candidates’ independence from us and potential conflicts of interest, and determines if candidates meet the qualifications desired by the nominating and corporate governance committee of candidates for election as director. In accordance with our Corporate Governance Guidelines, in evaluating the suitability of individual candidates, the nominating and corporate governance committee may take into account many factors, including: personal and professional integrity; strong ethics and values; the ability to make mature business judgments; experience in corporate management, such as serving as an officer or former officer of a publicly held company; experience as a board member of another publicly held company; professional and academic experience relevant to the Company’s industry; the strength of the candidate’s leadership skills; experience in finance and accounting and/or executive compensation practices; whether the candidate has the time required for preparation, participation and attendance at board of director and committee meetings; diversity of experience, qualifications, skills, and other characteristics such as gender and age; and any other relevant qualifications, attributes or skills. The board of directors evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the board of directors.

  16. Identifying and Evaluating Director Nominees

    | PLANET LABS PBC | PROXY STATEMENT | 23 |

  17. Identifying and Evaluating Director Nominees

    Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the nominating and corporate governance committee, Company Secretary, Planet Labs PBC, 645 Harrison Street, Floor 4, San Francisco, California 94107. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

  18. Role of Compensation Consultant

    Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our total rewards philosophy, our compensation committee has retained Frederic W. Cook & Co., Inc. ("FW Cook") as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. The compensation committee has evaluated FW Cook’s independence pursuant to the requirements of NYSE and SEC rules and has determined that FW Cook is independent and does not have any conflicts of interest in advising the compensation committee. Prior to engaging FW Cook and prior to the date on which the Business Combination closed and the Company's stock became publicly traded, legacy Planet Labs Inc. engaged Compensia Inc. ("Compensia") as its compensation consultant. Compensia provided advice to the compensation committee of legacy Planet Labs Inc. regarding the amounts and types of compensation provided to our executive officers and non-employee directors. This advice was considered by the compensation committee of legacy Planet Labs Inc. in fiscal year 2022, when setting the compensation of our named executive officers for fiscal year 2023. Compensia did not provide any services to us during fiscal year 2023.

  19. Current Peer Group

    Current Peer Group While the compensation committee does not establish compensation levels based solely on the review of market data, such data is presented to the compensation committee and used to ensure our compensation policies and practices will help us attract and retain qualified employees. In consultation with FW Cook, in December 2022, after our compensation committee made its fiscal year 2023 executive compensation determinations, our compensation committee selected our peer group as follows, focusing on revenue, industry, talent competitors, operating income, etc.:

  20. Current Peer Group

    | Agilysys | InterDigital | Smartsheet | | Cardlytics | LivePerson | Sprout Social | | Digital Turbine | Model N | TechTarget | | Domo | Momentive Global | Varonis Systems |

  21. Current Peer Group

    | PLANET LABS PBC | PROXY STATEMENT | 28 |

  22. Current Peer Group

    | Everbridge | PagerDuty | Workiva | | Fastly | Rapid7 | Zuora |

  23. Current Peer Group

    The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following criteria: •headquartered in the United States and traded on a major stock exchange; •similar size, as measured by revenue and market capitalization; •similar industry, business model and/or product; and •preference for companies that completed initial public offerings prior to 2020 to ensure at least two years of disclosed public company pay practices. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the peer group. As described below, the fiscal year 2023 executive compensation determinations were made prior to the close of the Business Combination, based on market data provided by Compensia, prior to the formal adoption of a peer group by the compensation committee.

  24. Executive Compensation Elements

    | Compensation Element | Basis | Purpose | | Base Salary | •Individual performance •Expected future performance and contributions •Level of experience, position, duties and responsibility •Relevant competitive market data | •Attracts talent and promotes retention •Provides a reasonable degree of financial certainty and stability to our executives •Accurately reflects the executive's respective position, duties and responsibilities •Discourages inappropriate risk taking | | Annual Bonus | •GAAP Revenue (weighted 80%); and •Non-GAAP Adjusted EBITDA (weighted 20%) | •Promotes short-term performance objectives and rewards executives for their contributions toward achieving those objectives •Links pay to company performance | | Equity Based Long-Term Incentive Compensation | •Individual performance and contributions •In the form of time-vesting RSUs which vest quarterly over four years | •Promotes retention and links pay to performance •Aligns executives' interests with those of our stockholders •Promotes the creation and maintenance of long-term financial and operational performance |

  25. Executive Compensation Decisions

    Executive Compensation Decisions Adjustments to named executive officer compensation, if any, are typically made in connection with the compensation committee’s annual review, which generally occurs in the first quarter of the fiscal year. Equity awards for our named executive officers are typically granted during the first quarter of the fiscal year. To assess executive compensation, the compensation committee uses FW Cook’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. As discussed above, the committee considers a number of factors in setting compensation and does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level. Still, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers. Generally, our compensation committee considers the total direct compensation at companies in our peer group and positions our named executive officers' compensation between the 25th and 75th percentiles of total direct compensation for comparable executives at the companies in our peer group. In addition, the compensation committee does not have a set formula by which it determines how much of an executive's compensation is fixed (i.e., base salary) rather than variable or at risk.

  26. 2023 Annual Bonuses

    2023 Annual Bonuses We maintain an annual bonus plan under which our named executive officers were eligible to receive cash bonuses based on attainment of fiscal year 2023 Company performance metrics, as determined by the compensation committee in its discretion. Annual bonus targets are set as a percentage of base salary, with actual bonuses paid as a ratable portion between 0% and up to a maximum of 125% of the applicable participant’s target bonus. During fiscal year 2022, as part of the review of our compensation program undertaken by the compensation committee of legacy Planet Labs Inc. , with support from Compensia (as discussed above under “—2023 Base Salaries”), the compensation committee of legacy Planet Labs Inc. set our named executive officers’ target bonuses for fiscal year 2023 as follows: for Mr. Marshall, $200,000; for Ms. Johnson, $185,000; and for Mr. Schingler, $162,500. The bonus targets were intended to further align our named executive officers’ total compensation closer to the 50th percentile of market compensation. The fiscal year 2023 target bonuses of our named executive officers as expressed as a percentage of base salary were as follows:

  27. 2023 Annual Bonuses

    | Name | Fiscal Year 2023 Bonus Target (as % of Base Salary) | | William Marshall | 50% | | Ashley Johnson | 50% | | Robbie Schingler, Jr. | 50% |

  28. 2023 Annual Bonuses

    Under our annual bonus plan, bonuses may be earned based on the Company's performance as measured against pre-established business and/or financial goals that are intended to promote our business plan and short-term goals. For fiscal year 2023, bonuses were earned by all participating employees, including our named executive officers, based on attainment of the following Company performance metrics during fiscal year 2023:

  29. 2023 Annual Bonuses

    | PLANET LABS PBC | PROXY STATEMENT | 31 |

  30. 2023 Annual Bonuses

    | | Weight | Definition | | GAAP Revenue | 80% | Recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). | | Non-GAAP Adjusted EBITDA | 20% | We define and calculate Non-GAAP Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax expense and depreciation and amortization, and further adjusted for the following items: stock-based compensation, change in fair value of convertible notes and warrant liabilities, gain or loss on the extinguishment of debt and non-operating income and expenses such as foreign currency exchange gain or loss. |

  31. 2023 Annual Bonuses

    Actual amounts of annual bonuses payable to our named executive officers are approved by the compensation committee following the compensation committee’s determination of weighted blended achievement of the performance metrics relative to the applicable targets. This is done twice a year: 40% of the target bonus is eligible to be earned after the completion of the first half of the fiscal year and any remaining unearned portion of the bonus is eligible to be earned after the completion of the second half of the fiscal year. The annual bonus plan full year performance targets and actual performance for fiscal year 2023 are summarized below:

  32. 2023 Annual Bonuses

    | (all $ amounts in thousands) | Target Range (100%) | Actual Performance | | GAAP Revenue | $180,000 - $186,000 | $191,256 | | Non-GAAP Adjusted EBITDA | $(70,000) - $(64,000) | $(56,801) |

  33. 2023 Annual Bonuses

    In light of our achievement of each of the performance goals above target levels, our compensation committee determined to pay out annual bonuses at 105% of target for each of our named executive officers. The following table sets forth the annual bonus earned in fiscal year 2023 under our annual bonus plan for our named executive officers:

  34. 2023 Annual Bonuses

    | Name | Fiscal Year 2023 Bonus Target | Fiscal Year 2023 Bonus Earned | | William Marshall | 50% | $210,000 | | Ashley Johnson | 50% | $194,250 | | Robbie Schingler, Jr. | 50% | $170,625 |

  35. 2023 Equity Based Long-Term Incentive Compensation

    2023 Equity Based Long-Term Incentive Compensation We view equity-based compensation as an important component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our employees with those of our stockholders. We do not currently have a formal policy for determining the value of or number of shares subject to equity-based awards to grant to named executive officers. In fiscal year 2023, we granted equity-based compensation to Ms. Johnson in the form of 193,799 RSUs. Such grant was intended to reward Ms. Johnson for her individual performance and increase her Planet stock ownership, among other factors described above. Ms. Johnson’s RSU award vests quarterly over a 4-year period, subject to her continued service through the applicable vesting date. In light of the aggregate value of equity awards granted to our other named executive officers prior to fiscal year 2023, we did not grant equity-based awards to any other named executive officer during fiscal 2023.

  36. 2023 Equity Based Long-Term Incentive Compensation

    | PLANET LABS PBC | PROXY STATEMENT | 32 |

  37. Severance and Change of Control Arrangements

    Severance and Change of Control Arrangements We are party to certain employment and equity award arrangements with our named executive officers, which provide for the accelerated vesting of certain equity awards upon the occurrence of a change of control event and/or termination of employment. Our compensation committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our named executive officers when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change of control arrangements are designed to be competitive with market practices. A description of these arrangements, as well as the estimated payments and benefits that our named executive officers would have been eligible to receive under these arrangements upon a termination of employment or change of control of our company as of January 31, 2023 (as applicable), are set forth in “Potential Payments Upon Termination or Change of Control” below.

  38. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change of control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the compensation committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not currently provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change of control.

  39. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our named executive officers may never realize any value from their awards.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information of our named executive officers for our fiscal year ended January 31, 2023 (“fiscal year 2023”), fiscal year ended January 31, 2022 (“fiscal year 2022”) and our fiscal year ended January 31, 2021 (“fiscal year 2021”).

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards($) (2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | William Marshall | 2023 | 400,000 | — | — | — | 210,000 | 285 | 610,285 | | Chief Executive Officer | 2022 | 275,000 | — | 4,050,217 | 6,328,801 | 200,000 | 9,625 | 10,863,643 | | | 2021 | 275,000 | — | — | 11,692,000 | 124,404 | 2,865 | 11,969,865 | | Ashley Johnson (5) | 2023 | 370,000 | — | 988,375 | — | 194,250 | 690 | 1,553,315 | | Chief Financial and Operating Officer | 2022 | 367,500 | 25,000 | 2,004,346 | 3,214,726 | 185,000 | 1,747 | 5,798,319 | | | 2021 | 345,625 | — | 790,000 | 4,898,000 | 42,976 | 358 | 6,033,983 | | Robbie Schingler, Jr. | 2023 | 325,000 | — | — | — | 170,625 | 285 | 495,910 | | Chief Strategy Officer | 2022 | 275,000 | — | 1,188,772 | 2,114,417 | 162,000 | 10,682 | 3,751,371 | | | 2021 | 275,000 | — | — | 3,160,000 | 45,192 | 2,470 | 3,482,662 |

  42. Summary Compensation Table

    (1)Amount included reflects the transaction bonus paid to Ms. Johnson in connection with the closing of the Business Combination. (2)Amounts included reflect the full grant-date fair value of RSUs and stock options granted during the relevant fiscal year, and certain earn-out shares that the named executive officer became eligible to receive upon the closing of the Business Combination in 2021, in each case, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. Assumptions used to calculate these amounts are included in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023. (3)Amounts represent bonuses earned under our annual bonus plan and paid in cash. For additional information, see “Compensation Discussion & Analysis – Executive Compensation Decisions – 2023 Annual Bonuses” above. (4)For fiscal year 2023, amounts include Company-paid life insurance premiums for each named executive officer as follows: Mr. Marshall: $285; Ms. Johnson: $690; and Mr. Schingler: $285. (5)Ms. Johnson joined the Company as our Chief Financial Officer on February 6, 2020.

  43. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table provides additional information about the annual cash bonuses for fiscal year 2023 and the equity awards granted to our named executive officers in fiscal year 2023.

  44. Grants of Plan-Based Awards in Fiscal Year 2023

    | PLANET LABS PBC | PROXY STATEMENT | 36 |

  45. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Grant Date | Type of Award | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (2)(#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold($) | Target($) | Maximum($) | | | | William Marshall | — | Bonus | 0 | $200,000 | $250,000 | | | | Ashley Johnson | — | Bonus | 0 | $185,000 | $231,250 | | | | | 6/17/2022 | RSUs | | | | 193,799 | $988,375 | | Robbie Schingler, Jr. | — | Bonus | 0 | $162,500 | $203,125 | | |

  46. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)Amounts represent the target and maximum amounts of annual cash bonuses that may have become payable to each named executive officer under our annual bonus plan. The actual annual cash bonuses awarded to Mr. Marshall, Ms. Johnson and Mr. Schingler, as determined by our compensation committee based on the level at which the applicable corporate performance goals were attained, are set forth above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” (2)Amount represents RSUs granted to Ms. Johnson covering 193,799 shares of Class A common stock. These RSUs vest in substantially equal quarterly installments over four years, subject to Ms. Johnson’s continued service through the applicable vesting date. (3)The aggregate grant date fair value of awards presented in this column is calculated in accordance with ASC 718, as further described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following reflects information regarding outstanding equity awards held by each named executive officer as of January 31, 2023.

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1)(2) | | William Marshall | 4/21/2020 | 6/1/2017(3) | 2,833,903 | — | 4.04 | 4/21/2030 | — | — | | | 6/30/2021 | 6/1/2021(4) | 363,814 | 555,289 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 107,233 | 628,049 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 495,591 | 2,453,175 | | Ashley Johnson | 4/21/2020 | 2/6/2020(6) | 865,651 | 321,524 | 4.04 | 4/21/2030 | — | — | | | 4/21/2020 | 2/6/2020(7) | — | — | — | — | 51,856 | 256,687 | | | 6/30/2021 | 6/1/2021(4) | 212,231 | 323,912 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 44,682 | 261,685 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 245,255 | 1,214,012 | | | 6/17/2022 | 6/15/2022(8) | — | | | | 169,575 | 839,396 | | Robbie Schingler, Jr. | 4/21/2020 | 6/1/2017(3) | 765,919 | — | 4.04 | 4/21/2030 | — | — | | | 6/30/2021 | 6/1/2021(4) | 109,154 | 166,576 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 40,215 | 235,515 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 145,460 | 720,027 |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1)Amounts calculated reflect adjustments to the number of shares subject to the award (and exercise price, as applicable) for the exchange ratio of approximately 1.53184 in connection with the Business Combination. (2)Amount calculated based on the fair market value of our Class A common stock on January 31, 2023, which was $4.95. (3)Represents an option that has vested in full. (4)1/48th of the shares subject to the option vest on each monthly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. (5)Represents earn-out shares that will become earned and issuable with respect to outstanding equity awards held by the named executive officers as of the consummation of the Business Combination in four substantially equal installments if (i) the closing price of our Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, respectively, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) if we consummate a change of control transaction prior to December 7, 2026 that entitles our stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00, respectively, in each case, subject to the applicable named executive officer’s continued service through the date of the applicable triggering event. (6)25% of the shares subject to the options vest on the one-year anniversary of the vesting commencement date, with 1/48th of the shares vesting monthly thereafter, subject to continued service through the applicable vesting date. In the event that the executive’s employment is terminated by the Company for any reason other than “cause” or the executive resigns for “good reason”, in each case, within 12 months following a “change of control” of the Company, 50% of the then-unvested shares underlying the option will vest. (7)Represents RSUs that are subject to both a service-based vesting condition and a liquidity-based vesting condition. The service-based vesting condition is satisfied as to 25% of the RSUs on the one-year anniversary of the vesting commencement date, and as to 1/48th of the RSUs monthly thereafter, subject to continued service through the applicable vesting date. The liquidity-based vesting condition was satisfied upon the closing of the Business

  50. Outstanding Equity Awards at Fiscal Year-End

    | PLANET LABS PBC | PROXY STATEMENT | 38 |

  51. Outstanding Equity Awards at Fiscal Year-End

    Combination. In the event that the executive’s employment is terminated by the Company for any reason other than “cause” or the executive resigns for “good reason”, in each case, within 12 months following a “change of control” of the Company, 50% of the then-unvested RSUs will satisfy the service-vesting condition and vest. (8)1/16th of the shares subject to the RSUs vest on each quarterly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date.

  52. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table summarizes the RSUs, on an aggregated basis, that vested for each named executive officer during fiscal year 2023. No options were exercised by named executive officers during fiscal year 2023.

  53. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Ashley Johnson | 72,096.00 | $403,396 |

  54. Option Exercises and Stock Vested in Fiscal Year 2023

    (1)Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date.

  55. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We are party to an employment offer letter and certain equity award agreements with Ms. Johnson, which provide for the accelerated vesting of certain equity awards upon certain terminations of her employment within 12 months following a change of control of the Company. In addition, our named executive officers are eligible to receive certain earn-out shares (as defined below) upon a change of control of the Company. A description of these arrangements is set forth below.

  56. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments and benefits that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment and/or a change of control of the Company, in any case, occurring on January 31, 2023. Amounts shown do not include earn-out shares, as the required stock price milestones were not met as of January 31, 2023 and, accordingly, no earn-out shares would have been issued to our named executive officers if a change of control had occurred on such date. Also, amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the named executive officer during his or her employment that are available to all salaried employees, such as accrued vacation. As such, the potential payments that our named executive officers would have received upon such events as of January 31, 2023 only include the acceleration of certain options and RSUs outstanding for Ms. Johnson, as described above.

  57. Estimated Potential Payments

    | Name | Benefit | Involuntary Separation from Service due to Termination Without "Cause" or for "Good Reason" within 12 months of a Change of Control ($) (1) | | Ashley Johnson | Options (1) | $0 | | | RSUs (2) | $128,343.60 |

  58. Estimated Potential Payments

    (1)“Cause” means (i) a material act of dishonesty made by the named executive officer in connection with performance of the named executive officer’s responsibilities as an employee, (ii) the named executive officer’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, (iii) the named executive officer’s gross misconduct in connection with performance of the named executive officer’s duties as an employee of the Company, (iv) the named executive officer’s unauthorized use or disclosure in violation of the Company’s policies regarding the use of any proprietary information or trade secrets of the Company or any other party to whom the named executive officer owes an obligation of nondisclosure as a result of the named executive officer’s relationship with the Company; (v) the named executive officer's persistent and willful failure to perform the named executive officer’s duties and responsibilities to the Company after written notice of the acts or omissions constituting the grounds for “Cause” and a failure to remedy such failure within thirty (30) days of the named executive officer’s receipt of such written notice; or (vi) the named executive officer's material and willful breach of any obligations under any written agreement or covenant with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of the named executive officer’s death or disability. “Good Reason” means the named executive officer’s resignation within thirty (30) days following the expiration of any Company cure period (as discussed below) without cure following the occurrence of one or more of the following, without the named executive officer’s written consent: (i) a material reduction of the named executive officer’s duties, position, title or responsibilities, or the named executive officer’s removal from such position and responsibilities, either of which results in a material diminution of the named executive officer’s authority, duties or responsibilities, unless the named executive officer is provided with a comparable or greater position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (ii) a material reduction in the named executive officer’s base salary or total compensation (base salary plus target bonus) as in effect immediately prior to the change of control; (iii) a material change in geographic location at which the named executive officer must perform services (includes relocation that is twenty-five (25) miles or more from the named executive officer’s then-current location unless such relocation is closer to the named executive officer’s principal residence at the time of such relocation); or (iv) material breach by the Company of any written agreement between the Company and the named executive officer. The named executive officer must first provide the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of thirty (30) days following the date of such notice. “Change of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (ii) the holders of capital stock of the Company approve a plan of complete liquidation of the Company, (iii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iv) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule

  59. Estimated Potential Payments

    | PLANET LABS PBC | PROXY STATEMENT | 40 |

  60. Estimated Potential Payments

    13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities; provided, a transaction will not be considered a Change of Control for purposes of accelerated vesting of the RSUs unless the transaction also qualifies as a change of control event within the meaning of Section 409A of the Code. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s board of directors. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction. (2)With respect to options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated shares of common stock underlying the option by $4.95, the closing trading price of our common stock on January 31, 2023 and (ii) subtracting the aggregate exercise price for such accelerated shares. This formula resulted in a value of $0 as shown in the table above because the exercise price per share of this option ($6.19) was greater than the closing trading price of our common stock on January 31, 2023 ($4.95). (3)With respect to RSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $4.95, the closing trading price of our common stock on January 31, 2023.

  61. Estimated Potential Payments

    | PLANET LABS PBC | PROXY STATEMENT | 41 |

  62. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table summarizes information concerning the compensation of our Chief Executive Officer (referred to in this discussion as our principal executive officer (“PEO”) and our non-PEO named executive officers (“Non-PEO NEOs”) and our financial performance for fiscal years 2023 and 2022. This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the named executive officers or how the compensation committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the compensation committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion & Analysis elsewhere in this proxy statement.

  63. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | (in thousands) | | | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4)(5) | Net Income (Loss) ($)(6 | GAAP Revenue (6)(7) | | 2023 | 610,285 | (70,497) | 1,024,613 | 582,656 | 45.79 | 73.74 | (161,966) | 191,256 | | 2022 | 10,863,643 | 6,866,622 | 12,275,147 | 8,330,956 | 56.43 | 93.59 | (137,124) | 131,209 |

  64. Pay Versus Performance Disclosure

    (1)In accordance with Instruction 2 to Item 402(v), we have not provided disclosure for fiscal years during which we were not required to report pursuant to Section 13(a) or 15(d) of the Exchange Act. (2)William Marshall was our PEO for fiscal years 2023 and 2022. Our Non-PEO NEOs, for each year presented above were:

  65. Pay Versus Performance Disclosure

    | Fiscal Year | Non-PEO NEOs | | 2023 | Ashley Johnson and Robbie Schingler, Jr. | | 2022 | Ashley Johnson and Kevin Weil |

  66. Pay Versus Performance Disclosure

    (3)The following table summarizes the adjustments made to each of the PEO's total compensation and Non-PEOs' average total compensation, in each case, reported in the Summary Compensation Table, as required by SEC rules, to calculate "Compensation Actually Paid" amounts included in the table above. The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share as of the applicable date; (ii) for stock options, using the Black-Scholes option pricing model as of the applicable date; and (iii) for earn-out awards, using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied as of the applicable date. For further details, please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023. The valuation methods used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. The fair value of the employee stock options granted during the fiscal years ended January 31, 2023, January 31, 2022 and January 31, 2021 was estimated using the following assumptions:

  67. Pay Versus Performance Disclosure

    | | Year Ended January 31, | | | | | 2023 | 2022 | 2021 | | Weighted-average expected term (years) | 3.6 - 5.1 | 3.6 -6.1 | 4.7 - 5.4 | | Expected volatility | 61.40% - 75.49% | 55.90% - 63.92% | 54.51% - 56.24% | | Risk-free interest rate | 1.56% - 4.455% | 0.33% - 1.685% | 0.62% | | Dividend yield | 0.00% | 0.00% | 0.00% |

  68. Pay Versus Performance Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 42 |

  69. Pay Versus Performance Disclosure

    | Adjustments | | Fiscal Year 2023 | | Fiscal Year 2022 | | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total Compensation | | 610,285 | 1,024,613 | 10,863,643 | 12,275,147 | | Adjustments for stock awards and option awards (1) | | | | | | | | (Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total Compensation for the covered fiscal year | — | (494,188) | (10,379,018) | (11,960,050) | | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | — | 419,698 | 5,751,773 | 6,417,961 | | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (815,992) | (487,409) | — | 655,031 | | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | 73,520 | 630,224 | 183,824 | | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting occurred in covered fiscal year | 135,210 | 46,422 | — | 759,043 | | Compensation Actually Paid under Item 402(v) | | (70,497) | 582,656 | 6,866,622 | 8,330,956 |

  70. Pay Versus Performance Disclosure

    (4)Represents the cumulative total stockholder return of our peer group, assuming $100 was invested for the period starting December 7, 2021, through the end of the applicable year and assuming the reinvestment of all dividends (if any). (5)The peer group used in this disclosure is the Nasdaq Computer Index, which is the same peer group used in the stock performance graph required by Item 201(e) of Regulation S-K and included in Part II, Item 5 of our Annual Report on Form 10-K. (6)Net Income (Loss) and GAAP Revenue used in this disclosure are as reported in the Company’s Consolidated Statements of Income included in our Annual Report on Form 10-K. (7)For the purposes of this disclosure, the Company designated GAAP Revenue as its selected financial measure, which, in the Company's assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our named executive officers, for fiscal year 2023, to the Company’s performance.

  71. Relationship Between Financial Performance Measures and Compensation Actually Paid

    Relationship Between Financial Performance Measures and Compensation Actually Paid The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our Non-PEO NEOs, with (i) our cumulative and peer group total shareholder return ("TSR"), (ii) our net income (loss), and (iii)

  72. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 43 |

  73. Relationship Between Financial Performance Measures and Compensation Actually Paid

    our GAAP Revenue, in each case, for fiscal year 2022 and fiscal year 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 on December 7, 2021 and the reinvestment of all dividends (if any).

  74. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 44 |

  75. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 45 |

  76. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  77. Outside Director Compensation Policy

    Outside Director Compensation Policy We maintain a compensation policy for our non-employee directors, or the “Outside Director Compensation Policy.” Commencing with fiscal year 2023, our non-employee directors were eligible to receive certain cash compensation and equity awards under the Outside Director Compensation Policy. The material terms of the Outside Director Compensation Policy are summarized below.

  78. Director Compensation Table

    Director Compensation Table The table below sets forth the compensation earned by our non-employee directors, including cash compensation and equity awards, for their service on our board of directors in fiscal year 2023. Each other member of our board of directors (Mr. Marshall and Mr. Schingler) is an executive officer and employee of the Company and did not receive any additional compensation for his services as a director in fiscal year 2023. The compensation earned by Mr. Marshall and Mr. Schingler in fiscal year 2023 is set forth in the Summary Compensation Table above.

  79. Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Kristen Robinson | $36,538 | $197,736 | $234,274 | | Carl Bass | $9,293 | — | $9,293 | | Ita Brennan | $170,000 | $258,766 | $428,766 | | Niccolo de Masi | $150,000 | $258,766 | $408,766 | | Vijaya Gadde | $158,000 | $258,766 | $416,766 | | Heidi Roizen | $150,000 | $258,766 | $408,766 |

  80. Director Compensation Table

    (1)Reflects cash retainer fees earned by our non-employee directors in fiscal year 2023. (2)Reflects stub period grants and Annual Awards to eligible directors under our Outside Director Compensation Policy as described above. Amounts reflect the full grant-date fair value of RSUs granted during the reported period computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the non-employee director, as further described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023. The table below shows, as of January 31, 2023, the aggregate number of shares subject to RSUs and options (exercisable and unexercisable) held by, and earn-out shares that may become issuable to, each non-employee director who was serving in such capacity as of January 31, 2023.

  81. Director Compensation Table

    | Name | Stock Awards Outstanding at Fiscal Year End | Options Outstanding at Fiscal Year End | | Kristen Robinson | 37,808 | | | Carl Bass | 175,393 | 529,931 | | Ita Brennan | 39,498 | | | Niccolo de Masi | 37,808 | | | Vijaya Gadde | 37,808 | | | Heidi Roizen | 37,808 | |

  82. Director Compensation Table

    | PLANET LABS PBC | PROXY STATEMENT | 47 |