DEF 14A of Planet Labs PBC, May 29, 2024

DEF 14A of Planet Labs PBC

Filed May 29, 2024 · FY20240001836833-24-000056

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS At the Annual Meeting, three (3) Class III Directors are to be elected to hold office until the annual meeting of stockholders to be held in 2027 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 Class III Directors requires the approval of a plurality of the votes cast. This means that the three nominees for Class III Director receiving the highest number of affirmative “FOR” votes will be elected as Class III 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 III, whose current term expires at the Annual Meeting and whose subsequent term will expire at the 2027 annual meeting of stockholders; Class I, whose current term will expire at the 2025 annual meeting of stockholders; and Class II, whose current term will expire at the 2026 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. The current Class III Directors are standing for election by the stockholders for the first time. Additionally, our board of directors has resolved to increase the size of our board from eight (8) directors to nine (9) directors, and has nominated Susan Wojcicki as a Class II Director for election at the Annual Meeting. 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 of Mses. Brennan and Robinson and Mr. Bass as members of our board of 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 III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

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

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

    | Name | Position | Age | | Kristen Robinson | Director | 61 | | Carl Bass | Director | 67 | | Ita Brennan | Director | 57 |

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

    Kristen Robinson has served as a director of Planet since November 2022. Ms. Robinson has served 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. and a member of the organization How Women Lead, where she acts as an advisor in their Women Leaders of the World program. 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. 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 at Arista Networks, Inc. (NYSE: ANET), a cloud networking solutions company, from May 2015 to March 2024. Prior to that, 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.

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

    | PLANET LABS PBC | PROXY STATEMENT | 13 |

  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 | 45 | | Robert Schingler, Jr. | Director, Co-Founder and Chief Strategy Officer | 45 | | J. Heidi Roizen | Director | 66 |

  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 and has served on the Vice President's National Space Council User Advisory Group since 2023. 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 has been 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 | 15 |

  11. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of our board of directors who are Class II Directors are as follows:

  12. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    | Name | Position | Age | | Niccolo de Masi | Director | 43 | | Vijaya Gadde | Director | 49 |

  13. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 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. Mr. de Masi has also been 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 has also been 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 has also been 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 served as the Chief Executive Officer from March 2022 to March 2023. Previously, Mr. de Masi served as a member of the board of directors of Genius Sports Limited (NYSE: GENI) (previously dMY Technology Group, Inc. II) from June 2020 to December 2023, and as the Chief Executive Officer of Genius Sports Limited from June 2020 until April 2021. Mr. de Masi also 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 serves 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.

  14. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    | PLANET LABS PBC | PROXY STATEMENT | 16 |

  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 balance the pecuniary interests of stockholders, the best interests of those materially affected by the Company’s conduct and the Company’s public benefit 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.

  19. Fiscal Year 2024 Peer Group

    Fiscal Year 2024 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, our compensation committee selected our fiscal year 2024 peer group as follows:

  20. Fiscal Year 2024 Peer Group

    | Agilysys, Inc. | InterDigital, Inc. | Smartsheet, Inc. | | Cardlytics, Inc. | LivePerson, Inc. | Sprout Social, Inc. | | Digital Turbine, Inc. | Model N, Inc. | TechTarget, Inc. | | Domo, Inc. | Momentive Global Inc. | Varonis Systems, Inc. | | Everbridge, Inc. | PagerDuty, Inc. | Workiva Inc. | | Fastly, Inc. | Rapid7, Inc. | Zuora, Inc. |

  21. Fiscal Year 2024 Peer Group

    | PLANET LABS PBC | PROXY STATEMENT | 28 |

  22. Fiscal Year 2024 Peer Group

    The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry, talent competitors, and financial characteristics, as determined using the following criteria: •headquartered in the United States and traded on a major stock exchange; •similar size (approximately 1/4x – 4x of the Company's), as measured by revenue and market capitalization; •similar industry (Application and Systems Software, IT Consulting, Data Processing and Outsourced Services, Internet & Direct Marketing Retail, and Media and Entertainment), 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 when necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the peer group.

  23. Fiscal Year 2025 Peer Group

    Fiscal Year 2025 Peer Group In consultation with FW Cook, in November 2023, after our compensation committee made its fiscal year 2024 executive compensation determinations, our compensation committee selected our fiscal year 2025 peer group as follows, making deletions (namely, Momentive Global (taken private in June) and Rapid 7, Smartsheet, Sprout Social, Varonis Systems and Workiva (each having a market capitalization considered too high for inclusion)) and additions (Cerence, Couchbase, Olo, Mitek Systems, SecureWorks and Yext), in order to better align the group to the aforementioned criteria:

  24. Fiscal Year 2025 Peer Group

    | Agilysys, Inc. | Everbridge, Inc. | Olo Inc. | | Cardlytics, Inc. | Fastly, Inc. | PagerDuty, Inc. | | Cerence Inc. | InterDigital, Inc. | SecureWorks Corp. | | Couchbase, Inc. | LivePerson, Inc. | TechTarget, Inc. | | Digital Turbine, Inc. | Mitek Systems, Inc. | Yext, Inc. | | Domo, Inc. | Model N, Inc. | Zuora, Inc. |

  25. 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 and Equity Election Program | •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 •Encourages executives to link interests with those of our stockholders through the Equity Election Program | | 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 |

  26. Executive Compensation Elements

    In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. Our named executive officers are also eligible for certain severance payments and accelerated vesting of equity under our severance plan (as described below), which aids in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods, including those that may be due to a change in control. Each of these elements of compensation for fiscal year 2024 is described further below.

  27. 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 of the executive compensation program, 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, taking into consideration 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 considers compensation between the 25th and 75th percentiles of total direct compensation for

  28. Fiscal Year 2024 Annual Bonuses

    Fiscal Year 2024 Annual Bonuses We maintain an annual bonus plan under which certain named executive officers were eligible to receive bonuses based on attainment of fiscal year 2024 Company performance metrics, as determined by the compensation committee in its discretion. Mr. Weil was not eligible to participate in our annual bonus plan for fiscal year 2024, consistent with the general compensation approach under the negotiated terms of his offer letter. In fiscal year 2024, the compensation committee adopted an equity election program pursuant to which certain employees, including the Company’s named executive officers may elect to receive all of their annual bonus under the Company’s annual bonus plan in the form of performance-vesting restricted stock units (“PSUs”) under the Company’s 2021 Incentive Award Plan (in lieu of cash). Such PSUs are eligible to vest and be paid to the applicable participant in the form of shares of the Company’s Class A common stock generally when the corresponding annual bonuses would have otherwise been paid under the annual bonus plan, based on the attainment of the performance goals that would have otherwise been applicable to their respective annual bonuses for the relevant Company period and subject to the applicable participant’s continued service through the applicable vesting date. The target number of shares of Class A common stock subject to the PSUs granted to a participant would have a value (based on the average closing price of the Class A common stock over the thirty trading days prior to the grant date) equal to the participant’s target annual bonus opportunity. The actual number of a participant’s PSUs that would become earned and vest will range from 0% to 125% of the target PSUs granted. For fiscal year 2024, each of our named executive officers who was eligible to receive a bonus under the annual bonus plan elected participate in the annual bonus plan by receiving a grant of PSUs under the equity election program. Under the annual bonus plan, annual bonus targets are set as a percentage of base salary, with actual bonuses payable between 0% up to a maximum of 125% of the applicable participant’s target bonus. For fiscal year 2024, as part of the review of our compensation program undertaken by the compensation committee, with support from FW Cook, the compensation committee set our named executive officers’ target bonuses for fiscal year 2024 as follows: for Mr. Marshall, $500,000; for Ms. Johnson, $283,500; and for Mr. Schingler, $180,000. The increases to the bonus targets for Mr. Marshall and Ms. Johnson from their prior fiscal year bonus targets were intended to further align such named executive officers’ total compensation closer to the 50th percentile of market compensation. The fiscal year 2024 target bonuses of our named executive officers as expressed as a percentage of base salary were as follows:

  29. Fiscal Year 2024 Annual Bonuses

    | PLANET LABS PBC | PROXY STATEMENT | 31 |

  30. Fiscal Year 2024 Annual Bonuses

    | Name | Fiscal Year 2024 Bonus Target (as % of Base Salary) | | William Marshall | 100% | | Ashley Johnson | 70% | | Robbie Schingler, Jr. | 50% |

  31. Fiscal Year 2024 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 2024, bonuses were eligible to be earned by all participating employees, including the aforementioned named executive officers pursuant to the terms of their PSUs, based on attainment of the following Company performance metrics during fiscal year 2024:

  32. Fiscal Year 2024 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. |

  33. Fiscal Year 2024 Annual Bonuses

    The PSUs for our named executive officers vest upon 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 award is eligible to be earned after the completion of the first half of the fiscal year which recognizes on-track progress toward the full-year performance achievement (with payout determined based on the achievement of mid-year targets) and any remaining unearned portion of the award is eligible to be earned after the completion of the full fiscal year (net of any mid-year payout). The annual bonus plan mid-year payout and full year performance targets and actual performance for fiscal year 2024 are summarized below:

  34. Fiscal Year 2024 Annual Bonuses

    | (all $ amounts in thousands) | Mid Year Payout Target (100%) | Mid Year Actual Performance | Full Year Target Range (100%)(1) | Full Year Actual Performance | | GAAP Revenue | $112,000 | $106,464 | $250,000 - $260,000 | $220,696 | | Non-GAAP Adjusted EBITDA | $(35,000) | $(33,551) | $(50,000) - $(43,000) | $(55,284) |

  35. Fiscal Year 2024 Annual Bonuses

    (1)For performance achieved within the target range for the performance goals for the fiscal year, 100% of the target award would become eligible to vest. If performance was achieved at or above 125% of the upper point of the target range for the performance goals, then a maximum of 125% of the target award would become eligible to vest. If performance was achieved below the lower point of the target range or between 100% and 125% of the upper point of the target range, then the percentage of the target award that would become eligible to vest would be calculated based on the actual performance achievement as a percentage of the lower point or upper point, respectively, of the target range. In light of our achievement of each of the performance goals below target levels, our compensation committee determined to that PSUs would vest at 89% of the full year target for each of our eligible named executive officers. The following table sets forth the annual bonus earned in fiscal year 2024 under our annual bonus plan for our named executive officers:

  36. Fiscal Year 2024 Annual Bonuses

    | Name | Fiscal Year 2024 Bonus Target | Fiscal Year 2024 Bonus Earned (# of vested shares)(1) | | William Marshall | 100% | 114,690 | | Ashley Johnson | 70% | 65,029 | | Robbie Schingler, Jr. | 50% | 41,289 |

  37. Fiscal Year 2024 Annual Bonuses

    | PLANET LABS PBC | PROXY STATEMENT | 32 |

  38. Fiscal Year 2024 Annual Bonuses

    (1)Amount includes number of shares of class A common stock that vested: (1) after the completion of the first half of the fiscal year (40%); and (2) after the completion of the second half of the fiscal year (60%, with any required adjustments for first half payout and full year end actual results). PSUs that vested after the first half of the fiscal year, based on the aforementioned mid year targets were as follows: 50,000 shares for Mr. Marshall, 18,000 shares for Ms. Johnson, and 28,349 shares for Mr. Schingler. Performance below the target level for the first half of the fiscal year would result in vesting of a portion of 40% of the target award, based on the actual performance achievement as a percentage of the target level. The number of shares that vested following completion of the fiscal year is based on 89% achievement of the performance goals for the full fiscal year, less the number of shares that vested pursuant to first half fiscal year performance. The named executive officers’ fiscal year 2024 PSU awards (as applicable) are set forth below in the Grants of Plan-Based Awards in Fiscal Year 2024 Table and included below in the Summary Compensation Table in the column entitled “Stock Awards.”

  39. Fiscal Year 2024 Equity Based Long-Term Incentive Compensation

    Fiscal Year 2024 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. In fiscal year 2024, we granted equity-based compensation to our named executive officers in the form of RSUs covering the following number of shares: 1,310,044 for Mr. Marshall; 655,022 for Ms. Johnson; 545,852 for Mr. Schingler; and 618,812 for Mr. Weil. Such grants were intended to reward the named executive officers for their individual performance, increase their Planet stock ownership and promote retention of our key executives, among other factors described above. The RSU awards vest quarterly over a 4-year period, subject to continued service through the applicable vesting date. The named executive officers’ fiscal year 2024 RSU awards (as applicable) are set forth below in the Grants of Plan-Based Awards in Fiscal Year 2024 Table and included below in the Summary Compensation Table in the column entitled “Stock Awards.”

  40. Fiscal Year 2024 Equity Based Long-Term Incentive Compensation

    | PLANET LABS PBC | PROXY STATEMENT | 33 |

  41. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Certain of our executives, including our named executive officers, participate in the Planet Labs PBC Executive Severance Plan ("severance plan"). Following recommendation by our compensation committee, our board approved adoption of the severance plan in December 2023. The severance plan provides for severance payments upon certain events terminating employment, including in connection with our change in control. Our compensation committee believes that these severance payments are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, our severance policy 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 plan are designed to be competitive with market practices. A description of these severance payments, as well as the estimated payments and benefits that our named executive officers would have been eligible to receive under the severance plan upon a termination of employment or change in control of our Company as of January 31, 2024 (as applicable), are set forth in “Potential Payments Upon Termination or Change in Control” below.

  42. “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 in 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 in control.

  43. 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 such grant date fair value of equity award granted in an applicable fiscal year is reported in the compensation tables below, even though it is possible that our named executive officers may never realize any value from their awards.

  44. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth compensation information of our named executive officers for our fiscal year 2024, fiscal year 2023 and our fiscal year ended January 31, 2022 (“fiscal year 2022”).

  45. 2024 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 | 2024 | 500,000 | — | 5,750,272 | — | — | 469 | 6,250,741 | | Chief Executive Officer | 2023 | 400,000 | — | — | — | 210,000 | 285 | 610,285 | | | 2022 | 275,000 | — | 4,050,217 | 6,328,801 | 200,000 | 9,625 | 10,863,643 | | Ashley Johnson | 2024 | 405,000 | — | 2,910,190 | — | — | 748 | 3,315,938 | | Chief Financial and Operating Officer | 2023 | 370,000 | — | 988,375 | — | 194,250 | 690 | 1,553,315 | | | 2022 | 367,500 | 25,000 | 2,004,346 | 3,214,726 | 185,000 | 1,747 | 5,798,319 | | Robbie Schingler, Jr. | 2024 | 360,000 | — | 2,366,301 | — | — | 469 | 2,726,770 | | Chief Strategy Officer | 2023 | 325,000 | — | — | — | 170,625 | 285 | 495,910 | | | 2022 | 275,000 | — | 1,188,772 | 2,114,417 | 162,000 | 10,682 | 3,750,871 | | Kevin Weil (5) | 2024 | 60,000 | — | 2,264,852 | — | — | 12 | 2,324,864 | | President, Product and Business | 2023 | 60,000 | — | — | — | — | 11 | 60,011 | | | 2022 | 49,545 | — | 12,361,690 | 6,339,338 | — | 8 | 18,750,581 |

  46. 2024 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 PSUs and RSUs (for fiscal year 2024), RSUs (for fiscal year 2023) and RSUs and stock options (for fiscal year 2022) 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 fiscal year 2022, 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 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024, Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023, and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2022. (3)Amounts represent cash bonuses earned under our annual bonus plan and paid in cash. For additional information, see “Compensation Discussion & Analysis – Executive Compensation Decisions – 2024 Annual Bonuses” above. (4)For fiscal year 2024, amounts include Company-paid life insurance premiums for each named executive officer as follows: Mr. Marshall: $469; Ms. Johnson: $748; Mr. Schingler: $469; and Mr. Weil: $12. (5)Mr. Weil joined the Company as our President, Product and Business on April 5, 2021.

  47. 2024 Summary Compensation Table

    | PLANET LABS PBC | PROXY STATEMENT | 37 |

  48. 2024 Grants of Plan-Based Awards in Fiscal Year 2024

    2024 Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides additional information about the annual bonuses for fiscal year 2024 and the equity awards granted to our named executive officers in fiscal year 2024.

  49. 2024 Grants of Plan-Based Awards in Fiscal Year 2024

    | Name | Grant Date | Type of Award | Estimated Future Payouts Under 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 | 3/16/2023 | RSUs | | | | 1,310,044 | $5,227,076 | | | 4/24/2023 | Bonus PSUs | 0 | 128,866 | 161,082 | | $523,196 | | Ashley Johnson | 3/16/2023 | RSUs | | | | 655,022 | $2,613,538 | | | 4/24/2023 | Bonus PSUs | 0 | 73,067 | 91,333 | | $296,652 | | Robbie Schingler, Jr. | 3/16/2023 | RSUs | | | | 545,852 | $2,177,949 | | | 4/24/2023 | Bonus PSUs | 0 | 46,392 | 57,990 | | $188,352 | | Kevin Weil | 4/5/2023 | RSUs | | | | 618,812 | $2,264,852 |

  50. 2024 Grants of Plan-Based Awards in Fiscal Year 2024

    (1)Amounts represent the threshold, target and maximum number of shares of Class A common stock underlying performance-based awards made pursuant to our annual bonus plan and the equity election made by each eligible named executive officer (PSUs), to become vested and paid out upon satisfaction of the applicable performance conditions with respect to threshold, target and maximum amounts. For additional information, see “Compensation Discussion & Analysis – Executive Compensation Decisions – 2024 Annual Bonuses” above. (2)Amount represents RSUs granted to Mr. Marshall, Ms. Johnson, Mr. Schingler and Mr. Weil. These RSUs vest in substantially equal quarterly installments over four years, subject to the applicable named executive officer'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 Topic 718, as further described in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024.

  51. 2024 Grants of Plan-Based Awards in Fiscal Year 2024

    | PLANET LABS PBC | PROXY STATEMENT | 38 |

  52. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 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, 2024.

  53. 2024 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) | 593,590 | 325,513 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 291,061 | 444,221 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 495,591 | 1,120,036 | | | 3/16/2023 | 3/15/2023(6) | — | — | — | — | 1,064,411 | 2,405,569 | | | 4/24/2023 | 2/1/2023(7) | — | — | — | — | 78,866 | 178,237 | | Ashley Johnson | 4/21/2020 | 2/6/2020(8) | 1,162,443 | 24,732 | 4.04 | 4/21/2030 | — | — | | | 4/21/2020 | 2/6/2020(9) | — | — | — | — | 3,990 | 9,017 | | | 6/30/2021 | 6/1/2021(4) | 346,263 | 189,880 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 121,278 | 185,089 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 245,255 | 554,276 | | | 6/17/2022 | 6/15/2022(6) | — | — | — | — | 121,125 | 273,743 | | | 3/16/2023 | 3/15/2023(6) | — | — | — | — | 532,206 | 1,202,786 | | | 4/24/2023 | 2/1/2023(7) | — | — | — | — | 44,718 | 101,063 | | 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 | 328,740 | | | 3/16/2023 | 3/15/2023(6) | — | — | — | — | 443,505 | 1,002,321 | | | 4/24/2023 | 2/1/2023(7) | — | — | — | — | 28,392 | 64,166 | | Kevin Weil | 6/30/2021 | 4/5/2021(8) | 737,205 | 947,818 | 9.75 | 6/29/2031 | — | — | | | 6/30/2021 | 6/15/2021(9) | — | — | — | — | 402,107 | 908,762 | | | 12/7/2021 | —(5) | — | — | — | — | 304,460 | 688,080 | | | 4/5/2023 | 3/15/2023(6) | — | — | — | — | 502,785 | 1,136,294 |

  54. 2024 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, 2024, which was $2.26. (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.

  55. 2024 Outstanding Equity Awards at Fiscal Year-End

    | PLANET LABS PBC | PROXY STATEMENT | 39 |

  56. 2024 Outstanding Equity Awards at Fiscal Year-End

    (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 in 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)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. (7)Represents PSUs that vest in accordance with the performance-based vesting conditions described in the “Compensation Discussion & Analysis – Executive Compensation Decisions – 2024 Annual Bonuses” above. The number of shares subject to each NEO's PSU award assumes target achievement based on actual performance during fiscal year 2024. (8)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. (9)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 Combination.

  57. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table summarizes the PSUs and RSUs, on an aggregated basis, that vested for each named executive officer during fiscal year 2024. No options were exercised by our named executive officers during fiscal year 2024.

  58. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | William Marshall | 295,633 | $866,335 | | Ashley Johnson | 247,481 | $764,012 | | Robbie Schingler, Jr. | 120,347 | $352,246 | | Kevin Weil | 384,099 | $1,188,277 |

  59. Option Exercises and Stock Vested in Fiscal Year 2024

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

  60. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have adopted the Planet Labs PBC Executive Severance Plan ("severance plan"), which provides for certain payments and the accelerated vesting of certain equity awards upon certain scenarios of employment termination in the case of each of our named executive officers. In addition, our named executive officers are eligible to receive certain earn-out shares (as defined below) upon a change in control of the Company. A description of these arrangements is set forth below.

  61. Estimated Potential Payments at 2024 Fiscal Year End

    Estimated Potential Payments at 2024 Fiscal Year End 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 in control of the Company, in any case, assuming such termination had occurred on January 31, 2024. Amounts shown do not include earn-out shares, as the required stock price milestones were not met as of January 31, 2024, and accordingly, no earn-out shares would have been issued to our named executive officers if a change in 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.

  62. Estimated Potential Payments at 2024 Fiscal Year End

    | Name | Benefit | Termination Without Cause or for Good Reason / Cause (no Change in Control) ($) (1) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) (1) | | William Marshall | Cash | $500,000 | $750,000 | | | Equity Acceleration (2) | $0 | $3,700,348 | | | Continued Healthcare | $10,018 | $15,026 | | | Total | $510,018 | $4,465,374 | | Ashley Johnson | Cash | $303,750 | $405,000 | | | Equity Acceleration (2) | $0 | $2,138,902 | | | Continued Healthcare | $15,101 | $20,135 | | | Total | $318,851 | $2,564,037 | | Robbie Schingler, Jr. | Cash | $270,000 | $360,000 | | | Equity Acceleration (2) | $0 | $1,393,970 | | | Continued Healthcare | $14,377 | $19,169 | | | Total | $284,377 | $1,773,139 | | Kevin Weil | Cash | $45,000 | $60,000 | | | Equity Acceleration (2) | $0 | $2,733,136 | | | Continued Healthcare | $17,544 | $23,392 | | | Total | $62,544 | $2,816,528 |

  63. Estimated Potential Payments at 2024 Fiscal Year End

    (1)Severance payments and benefits as provided to the named executive officer under the severance plan. In the event of a “Change in Control” within the meaning of the Company’s 2021 Incentive Award Plan pursuant to which the named executive officer’s awards are not eligible for Assumption, the value of the vesting acceleration for such equity awards, assuming such Change in Control had occurred on January 31, 2024, is $2,583,806 for Mr. Marshall; $1,577,591 for Ms. Johnson; $1,066,487 for Mr. Schingler; and $1,136,294 for Mr. Weil. (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 $2.26, the closing trading price of our common stock on January 31, 2024 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 each option was greater than the closing trading price of our common stock on January 31, 2024 ($2.26). With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $2.26, the closing trading price of our common stock on January 31, 2024.

  64. 2024 Pay Ratio Disclosure

    2024 Pay Ratio Disclosure As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of Mr. Marshall, who served as our chief executive officer in fiscal year 2024, and the annual total

  65. 2024 Pay Ratio Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 44 |

  66. 2024 Pay Ratio Disclosure

    compensation of the median employee of the Company excluding our chief executive officer. We identified the median employee using our employee population as of December 31, 2023. The median annual total compensation disclosed below is based on the Company’s global workforce and the following methodology: •We collected the payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis (but not including any contractors or consultants) as of December 31, 2023. •As our consistently applied compensation measure, we used the total cash compensation earned by employees over the full calendar year ending as of December 31, 2023. No adjustments to compensation were made regarding annualization or cost of living. •We applied an exchange rate as of December 31, 2023, to convert all foreign currencies into U.S. dollars. Using this methodology, we identified our median employee for fiscal year 2024. We then calculated the median employee's annual total compensation for fiscal year 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which was calculated to be $106,571. Mr. Marshall’s annual total compensation for fiscal year 2024, as reported under the “Total” column (column (j)) in the 2024 Summary Compensation Table, was $6,250,741. Based on this information, for fiscal year 2024, the ratio of the compensation of our chief executive officer to the median annual total compensation of all other employees of the Company was estimated to be 58.7 to 1. We believe our pay ratio presented above is a reasonable estimate. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.

  67. 2024 Pay Ratio Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 45 |

  68. 2024 Pay Versus Performance Disclosure

    2024 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 2024, 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.

  69. 2024 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) | | 2024 | 6,250,741 | (38,589) | 2,789,191 | (1,738,432) | 20.91 | 110.07 | (140,509) | 220,696 | | 2023 | 610,285 | (351,766)* | 1,024,613 | (380,184)* | 45.79 | 73.74 | (161,966) | 191,256 | | 2022 | 10,863,643 | 6,866,622 | 12,275,147 | 8,529,207 ** | 56.43 | 93.59 | (137,124) | 131,209 |

  70. 2024 Pay Versus Performance Disclosure

    * The 2023 "Compensation Actually Paid to PEO" and "Compensation Actually Paid to Non-PEO NEOs" have been revised to correct inadvertent calculation errors in last year’s proxy statement as further described in footnote 3 below. ** The 2022 "Compensation Actually Paid to Non-PEO NEOs" has been revised to correct inadvertent calculation errors in last year’s proxy statement as further described in footnote 3 below. (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 2024, 2023 and 2022. Our Non-PEO NEOs, for each year presented above were:

  71. 2024 Pay Versus Performance Disclosure

    | Fiscal Year | Non-PEO NEOs | | 2024 | Ashley Johnson, Robbie Schingler, Jr. and Kevin Weil | | 2023 | Ashley Johnson and Robbie Schingler, Jr. | | 2022 | Ashley Johnson and Kevin Weil |

  72. 2024 Pay Versus Performance Disclosure

    (3)The following table summarizes the adjustments made to each of the PEO's total compensation and the average of the Non-PEOs' 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 and PSU 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 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024. 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, 2024, January 31, 2023, January 31, 2022, and January 31, 2021, was estimated using the following assumptions:

  73. 2024 Pay Versus Performance Disclosure

    | | Year Ended January 31, | | | | | | 2024 | 2023 | 2022 | 2021 | | Weighted-average expected term (years) | 3.1 - 4.7 | 3.6 - 5.1 | 3.6 -6.1 | 4.7 - 5.4 | | Expected volatility | 58.23% - 74.68% | 61.40% - 75.49% | 55.90% - 63.92% | 54.51% - 56.24% | | Risk-free interest rate | 3.46% - 4.8% | 1.56% - 4.455% | 0.33% - 1.685% | 0.62% | | Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |

  74. 2024 Pay Versus Performance Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 46 |

  75. 2024 Pay Versus Performance Disclosure

    | Adjustments | | Fiscal Year 2024 | | Fiscal Year 2023 | | Fiscal Year 2022 | | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total Compensation | | 6,250,741 | 2,789,191 | 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 | (5,750,272) | (2,513,781) | — | (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 | 2,583,806 | 1,014,059 | — | 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 | (3,422,646) | (2,743,352) | (815,992) | (487,409) | — | 655,031 | | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | 866,335 | 377,401 | — | 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 | (566,553) | (661,950) | (146,059)* | (156,050)** | — | 957,295*** | | Compensation Actually Paid under Item 402(v) | | (38,589) | (1,738,432) | (351,766) | 380,184 | 6,866,622 | 8,529,208 |

  76. 2024 Pay Versus Performance Disclosure

    * Reflects a revision from the figure published in last year's proxy statement, which was shown as $135,210 due to an inadvertent calculation error. ** Reflects a revision from the figure published in last year's proxy statement, which was shown as $46,422 due to an inadvertent calculation error. *** Reflects a revision from the figure published in last year's proxy statement, which was shown as $759,043 due to an inadvertent calculation error. (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.

  77. 2024 Pay Versus Performance Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 47 |

  78. 2024 Pay Versus Performance Disclosure

    (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 2024, to the Company’s performance.

  79. 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) our GAAP Revenue, in each case, for fiscal years 2022, 2023 and 2024. 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).

  80. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 48 |

  81. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 49 |

  82. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  83. 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 as in effect as of the end of fiscal year 2024 are summarized below.

  84. Fiscal Year 2024 Director Compensation Table

    Fiscal Year 2024 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 2024. 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 2024. The compensation earned by Mr. Marshall and Mr. Schingler in fiscal year 2024 is set forth in the Summary Compensation Table above.

  85. Fiscal Year 2024 Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Kristen Robinson | $79,089 | $324,464 | $403,553 | | Carl Bass | — | — | — | | Ita Brennan | $170,000 | $185,409 | $355,409 | | Niccolo de Masi | $67,089 | $324,464 | $391,553 | | Vijaya Gadde | $75,089 | $324,464 | $399,553 | | Heidi Roizen | $150,000 | $185,409 | $335,409 |

  86. Fiscal Year 2024 Director Compensation Table

    (1)Reflects cash retainer fees earned by our non-employee directors in fiscal year 2024. (2)Reflects equity 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 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2024. The table below shows, as of January 31, 2024, 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, 2024. For a description of the earn-out shares that may become issuable to certain individuals including our non-employee directors, see the section entitled “Potential Payments Upon Termination or Change in Control – Earn-Outs” further above.

  87. Fiscal Year 2024 Director Compensation Table

    | Name | Stock Awards Outstanding at Fiscal Year End | Options Outstanding at Fiscal Year End | | Kristen Robinson | 74,326 | — | | Carl Bass | 111,568 | 529,931 | | Ita Brennan | 55,745 | — | | Niccolo de Masi | 74,326 | — | | Vijaya Gadde | 74,326 | — | | Heidi Roizen | 54,055 | — |

  88. Fiscal Year 2024 Director Compensation Table

    | PLANET LABS PBC | PROXY STATEMENT | 51 |