DEF 14A of Planet Labs PBC, May 29, 2025

DEF 14A of Planet Labs PBC

Filed May 29, 2025 · FY20250001836833-25-000056

Open on EDGAR

  1. PROPOSAL NO. 1 RE-ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 RE-ELECTION OF CLASS I DIRECTORS At the Annual Meeting, two (2) Class I directors are to be re-elected to hold office until the annual meeting of stockholders to be held in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The proposal regarding the re-election of Class I directors requires the approval of a plurality of the votes cast. This means that the two nominees for Class I director receiving the highest number of affirmative “FOR” votes will be re-elected as Class I 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 I, whose current term expires at the Annual Meeting and whose subsequent term will expire at the 2028 annual meeting of stockholders; Class II, whose current term will expire at the 2026 annual meeting of stockholders; and Class III, whose current term will expire at the 2027 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, Vijaya Gadde and General John W. Raymond; and the current Class III directors are Kristen Robinson, Carl Bass and Ita Brennan. J. Heidi Roizen is not standing for re-election, and Niccolo de Masi is resigning from our board of directors, effective as of the Annual Meeting. Our board has nominated Gary B. Smith as a Class I director for election at the Annual Meeting and, if elected, he will fill the vacancy created by Ms. Roizen's not standing for re-election. Following the Annual Meeting, the number of authorized directors will be decreased to eight. 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 re-election of Messrs. Marshall and Schingler 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 re-elected. Each of the nominees has consented to being named in this proxy statement and to serve if re-elected.

  2. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES

  3. NOMINEES FOR RE-ELECTION AS CLASS I DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    NOMINEES FOR RE-ELECTION AS CLASS I DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING) The nominees for re-election to our board of directors as Class I directors are as follows:

  4. NOMINEES FOR RE-ELECTION AS CLASS I DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    | Name | Position | Age | | William Marshall | Chairperson, Co-Founder and Chief Executive Officer | 46 | | Robert Schingler, Jr. | Director, Co-Founder and Chief Strategy Officer | 46 |

  5. NOMINEES FOR RE-ELECTION AS CLASS I DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 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 of Planet Labs Inc. and dMY Technology Group, Inc. IV (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 nine 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. Mr. Schingler holds 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.

  6. NOMINEES FOR RE-ELECTION AS CLASS I DIRECTORS (CURRENT TERMS TO EXPIRE AT THE ANNUAL MEETING)

    | PLANET LABS PBC | PROXY STATEMENT | 13 |

  7. 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:

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

    | Name | Position | Age | | Vijaya Gadde | Director | 50 | | General John W. Raymond | Director | 63 |

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

    Vijaya Gadde has served as a director of Planet Labs PBC since joining 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., 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 Head of Communications from July 2015 to August 2016, and as 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 has served as 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. Ms. Gadde holds 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. General (Retired) John W. “Jay” Raymond has served as a director of Planet Labs PBC since March 2025. Gen. Raymond has served as a Senior Managing Director at Cerberus Capital Management, L.P., since May 2022. Prior to retiring from military service in January 2023, Gen. Raymond served as the first Chief of Space Operations and Guardian for the newly established United States Space Force (the “Space Force”) from December 2019 to December 2022. Prior to the Space Force, Gen. Raymond served in numerous command, joint and service staff jobs in nuclear, space, cyber and air operations. Gen. Raymond holds an MA in National Security and Strategic Studies from the Naval War College, an MS in Administrative Management from Central Michigan University, and a BA in Administrative Management from Clemson University. We believe Gen. Raymond is qualified to serve as a member of our board of directors due to his extensive experience with space operations, his distinguished military command experience, and his experience with technology organizations.

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

    | PLANET LABS PBC | PROXY STATEMENT | 15 |

  11. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 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 2027 ANNUAL MEETING)

    | Name | Position | Age | | Kristen Robinson | Director | 62 | | Carl Bass | Director | 68 | | Ita Brennan | Director | 58 |

  13. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    Kristen Robinson has served as a director of Planet Labs PBC 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 has served as a director of Planet since 2016 and as a director 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, Inc.). 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 BA 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 has served as a director of Planet since June 2021 and as a director 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 Lam Research Corporation (NASDAQ: LRCX), a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry, since August 2024. 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. 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 2027 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 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 also consults with outside advisors and retains search firms to assist in the search for qualified candidates, and may also 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 and skills; 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

  16. Identifying and Evaluating Director Nominees

    | PLANET LABS PBC | PROXY STATEMENT | 24 |

  17. Identifying and Evaluating Director Nominees

    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. 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 2025 Peer Group

    Fiscal Year 2025 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 November 2023, our compensation committee selected our fiscal year 2025 peer group as follows:

  20. 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. |

  21. Fiscal Year 2025 Peer Group

    | PLANET LABS PBC | PROXY STATEMENT | 30 |

  22. Fiscal Year 2025 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 1/2x – 4x of the Company's), as measured by revenue and market capitalization; •similar industry (Application and Systems Software, Data Processing and Outsourced Services, and Interactive Media and Services), business model and/or product; and •preference for companies that completed initial public offerings prior to 2022 to ensure at least two years of disclosed public company pay practices. The compensation committee reviews our compensation peer group typically on an annual basis 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 2026 Peer Group

    Fiscal Year 2026 Peer Group In consultation with FW Cook, in December 2024, after our compensation committee made its fiscal year 2025 executive compensation determinations, our compensation committee selected our fiscal year 2026 peer group as follows, making deletions (namely, Model N, Inc. and Everbridge, Inc. (acquired in June 2024 and July 2024, respectively) and InterDigital, Inc. (having a market capitalization considered too high for inclusion)) and an addition (PROS Holdings, Inc., which met substantially all of the applicable criteria), in order to better align the group to the aforementioned criteria:

  24. Fiscal Year 2026 Peer Group

    | Agilysys, Inc. | Fastly, Inc. | PROS Holdings, Inc. | | Cardlytics, Inc. | LivePerson, Inc. | SecureWorks Corp. | | Cerence Inc. | Mitek Systems, Inc. | TechTarget, Inc. | | Couchbase, Inc. | Olo Inc. | Yext, Inc. | | Digital Turbine, Inc. | PagerDuty, Inc. | Zuora, Inc. | | Domo, 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 60%); and •Adjusted EBITDA (weighted 40%) | •Promotes short-term performance objectives and rewards executives for their contributions toward achieving those objectives •Links pay to company performance •Encourages executives to align their interests more closely with those of our stockholders by providing equity election opportunity | | 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 •More closely 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 2025 is described further below.

  27. Executive Compensation Decisions

    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 target total direct compensation (which includes salary, target bonus and grant value of equity awards) for comparable executives at the companies in our peer group generally to be within a competitive range for our named executive officers’ compensation. 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. During its review of named executive officer compensation, the compensation committee also considers the negotiated terms of each named executive officer's employment offer letter, as applicable. The compensation committee will continue to monitor our programs in the context of evolving market practices and our compensation objectives to ensure that we continue to attract and motivate talented executives who can support our growth and long-term stockholder value creation.

  28. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    Fiscal Year 2025 Annual Bonuses and Equity Election Program We maintain an annual bonus plan under which certain named executive officers were eligible to receive bonuses based on attainment of fiscal year 2025 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 2025, 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 (the "Equity Election Program") pursuant to which certain employees, including our named executive officers may elect to receive all of their annual bonus under our annual bonus plan in the form of PSUs under the Company’s 2021 Incentive Award Plan (the "2021 Plan") (in lieu of cash). The compensation committee adopted such program to further emphasize pay for performance. By permitting bonus plan participants to elect to receive their bonus opportunity in the form of equity, the program promotes closer alignment between the interests of our executives and those of our stockholders. The PSUs are eligible to vest and be paid to the applicable participant in the form of shares of our Class A common stock generally when the corresponding annual cash 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 cash bonuses for the relevant 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 has 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 are eligible to vest and be paid range from 0% to 125% of the target PSUs granted. For fiscal year 2025, Mr. Marshall and Ms. Johnson elected to participate in the annual bonus plan by receiving a grant of PSUs under the Equity Election Program, and Mr. Schingler elected to participate in the annual bonus plan by receiving a cash award. 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 2025, as part of the review of our compensation program undertaken by the compensation committee, in consultation with FW Cook, the compensation committee set our named executive officers’ target bonuses for fiscal year 2025 as follows: for Mr. Marshall, $500,000; for Ms. Johnson, $283,500; and for Mr. Schingler, $180,000. The fiscal year 2025 target bonuses of our named executive officers, expressed as a percentage of base salary in effect at the time targets were determined, were as provided in the following table, which remained unchanged from fiscal year 2024.

  29. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    | PLANET LABS PBC | PROXY STATEMENT | 33 |

  30. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    | Name | Fiscal Year 2025 Bonus Target (as % of Then-Current Base Salary) | | William Marshall | 100% | | Ashley Johnson | 70% | | Robbie Schingler, Jr. | 50% |

  31. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    Under our annual bonus plan, bonuses may be earned based on company 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 2025, bonuses were eligible to be earned by all participating employees, including our named executive officers (for Mr. Marshall and Ms. Johnson, pursuant to the terms of their PSUs, and for Mr. Schingler, in cash), based on attainment of the following Company performance metrics during fiscal year 2025:

  32. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    | | Weight | Definition | | GAAP Revenue | 60% | Recognized in accordance with GAAP. | | Adjusted EBITDA | 40% | We define and calculate adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision and depreciation and amortization, and further adjusted for the following items: stock-based compensation, change in fair value of warrant liabilities, other income (expense), net, restructuring costs, certain litigation expenses, and employee transaction bonuses in connection with the asset purchase agreement with Holding Sinergise d.o.o. This definition is intended to align with the definitions in our 2025 Annual Report. |

  33. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    The compensation committee selected these performance goals on the basis that they are important financial indicators of the Company’s business growth and success. The weighting of adjusted EBITDA was increased from 20% to 40% to further motivate progress toward adjusted EBITDA profitability, which was achieved for the fourth quarter of fiscal year 2025. The compensation committee determines the 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 2025 are summarized below:

  34. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    | (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 | $122,700 | $121,532 | $245,000 - $254,000 | $244,352 | | Adjusted EBITDA | $(16,600) | $(12,763) | $(22,000) - $(17,000) | $(10,627) |

  35. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    (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 weighted blended achievement of the performance goals above target levels, our compensation committee determined to pay out annual bonuses at, and that PSUs would vest at, 115% 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 2025 under our annual bonus plan for our named executive officers:

  36. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    | PLANET LABS PBC | PROXY STATEMENT | 34 |

  37. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    | Name | Fiscal Year 2025 Bonus Target (as % of Then-Current Base Salary) | Fiscal Year 2025 Bonus Earned ($)(1) | Fiscal Year 2025 Number of Shares Vested Under PSUs (#)(2) | Fiscal Year 2025 Bonus Earned or Number of Vested Shares as a % of Target Award) | | William Marshall | 100% | — | 255,556 | 115% | | Ashley Johnson | 70% | — | 144,900 | 115% | | Robbie Schingler, Jr. | 50% | $182,850 | — | 115% |

  38. Fiscal Year 2025 Annual Bonuses and Equity Election Program

    (1)For Mr. Schingler, amount includes cash bonus earned (a) after the completion of the first half of the fiscal year (40% of the full year target award); and (b) after the completion of the second half of the fiscal year (60% of the full year target award, with any required adjustments for first half payout and full year end actual results). Based on the aforementioned mid-year targets, Mr. Schingler earned a cash bonus of $69,600 for the first half of the fiscal year. Performance below the target level for the first half of the fiscal year would result in earning a portion of 40% of the target award, based on the actual performance achievement as a percentage of the target level. The cash bonus earned following completion of the fiscal year is based on 115% achievement of the performance goals for the full fiscal year, less the cash bonus earned pursuant to first half fiscal year performance. (2)For Mr. Marshall and Ms. Johnson, amount includes number of shares of Class A common stock that vested: (a) after the completion of the first half of the fiscal year (40% of the full year target award); and (b) after the completion of the second half of the fiscal year (60% of the full year target award, 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: 88,889 shares for Mr. Marshall and 50,400 shares for Ms. Johnson. 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 115% 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 2025 PSU awards (as applicable) are set forth below in the Grants of Plan-Based Awards in Fiscal Year 2025 Table and included below in the Summary Compensation Table in the column entitled “Stock Awards.”

  39. Fiscal Year 2025 Equity Based Long-Term Incentive Compensation

    Fiscal Year 2025 Equity Based Long-Term Incentive Compensation We view equity-based compensation as an important component of our balanced total compensation program. Equity-based compensation promotes an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and more closely aligns the interests of our employees with those of our stockholders. In fiscal year 2025, in addition to the PSUs issued under the Equity Election Program, we granted equity-based compensation to our named executive officers in the form of RSUs covering the following number of shares: 1,583,711 for Mr. Marshall; 1,131,222 for Ms. Johnson; 723,982 for Mr. Schingler; and 50,252 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 2025 RSU awards (as applicable) are set forth below in the Grants of Plan-Based Awards in Fiscal Year 2025 Table and included below in the Summary Compensation Table in the column entitled “Stock Awards.”

  40. Transition Arrangements for Mr. Weil

    Transition Arrangements for Mr. Weil To ensure a smooth transition after Mr. Weil's resignation as our President, Product and Business, the Company entered into an advisory agreement with Mr. Weil (the “Advisory Agreement”), pursuant to which he commenced services in May 2024. Under the Advisory Agreement, Mr. Weil provided advisory services to us for a period of one year following his transition date. During the term of the Advisory Agreement, Mr. Weil remained eligible to continue vesting in a portion of his equity awards covering 25% of the unvested shares otherwise eligible to vest throughout his continued service and the remaining 75% were forfeited upon his transition. Under the Advisory Agreement, Mr. Weil also received, subject to his timely election of continuation coverage under such plans, Company-paid health care coverage under the Company’s group health plans for up to six months following his transition. Mr. Weil did not receive any cash severance payment upon his resignation or pursuant to the Advisory Agreement. Additionally in connection with Mr. Weil’s transition, Planet Labs Federal Inc. ("Planet Federal"), a subsidiary of the Company, entered into an advisory agreement with Mr. Weil (the “Subsidiary Agreement”). Pursuant to the Subsidiary Agreement, Mr. Weil provided services as a member of the board of directors of such subsidiary for a period of one year following Mr. Weil’s transition. Pursuant to the Subsidiary Agreement, in May 2024 the Company granted Mr. Weil an award of RSUs covering shares of the Company’s Class A common stock with a grant date value equal to approximately $100,000. Such RSU award is scheduled to vest as to one-fourth of the underlying shares quarterly over a one-year vesting period, subject to Mr. Weil continuing to provide services under the Subsidiary Agreement.

  41. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Certain members of our senior leadership team, including our named executive officers, participate in the Planet Labs PBC Executive Severance Plan ("severance plan") (provided that in connection with Mr. Weil’s transition in May 2024, Mr. Weil ceased participating in the 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, 2025 (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. Policies and Practices on the Timing of Awards of Options in Relation to the Disclosure of Material Nonpublic Information

    Policies and Practices on the Timing of Awards of Options in Relation to the Disclosure of Material Nonpublic Information We have not granted stock options or other similar types of awards as part of our equity compensation programs since prior to the Business Combination. RSUs, PSUs or other types of equity awards that we grant to directors, officers and employees do not include an exercise price.

  45. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information of our named executive officers for fiscal year 2025, fiscal year 2024, and fiscal year 2023.

  46. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | William Marshall | 2025 | 441,667 | 4,304,224 | — | — | 450 | 4,746,341 | | Chief Executive Officer | 2024 | 500,000 | 5,750,272 | — | — | 469 | 6,250,741 | | | 2023 | 400,000 | — | — | 210,000 | 285 | 610,285 | | Ashley Johnson | 2025 | 405,000 | 2,990,984 | — | — | 690 | 3,396,674 | | President and Chief Financial Officer | 2024 | 405,000 | 2,910,190 | — | — | 748 | 3,315,938 | | | 2023 | 370,000 | 988,375 | — | 194,250 | 690 | 1,553,315 | | Robbie Schingler, Jr. | 2025 | 318,000 | 1,708,598 | — | 182,850 | 437 | 2,209,885 | | Chief Strategy Officer | 2024 | 360,000 | 2,366,301 | — | — | 469 | 2,726,770 | | | 2023 | 325,000 | — | — | 170,625 | 285 | 495,910 | | Kevin Weil (5) | 2025 | 16,363 | 478,130 | 44,999 | — | 3,414 | 542,906 | | Former President, Product and Business | 2024 | 60,000 | 2,264,852 | — | — | 12 | 2,324,864 | | | 2023 | 60,000 | — | — | — | 11 | 60,011 |

  47. Summary Compensation Table

    (1)Amounts included represent the full grant-date fair value of PSUs and RSUs (for fiscal year 2025 and fiscal year 2024), and RSUs (for fiscal year 2023) granted during the relevant fiscal year, in each case, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The amounts reported for the RSUs were calculated using the closing price of our Class A common stock on the date of grant. The amounts reported for the PSUs assume the probable outcome of the applicable performance conditions on the date of grant. Assumptions used to calculate these amounts are included in Notes 2 and 14 to our consolidated financial statements included in our 2025 Annual Report, Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, and Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. If the PSUs granted in fiscal year 2024 were instead valued based on the maximum outcome of the applicable performance conditions, the grant date fair value of the PSUs would be as follows: Mr. Marshall: $708,332; and Ms. Johnson: $401,625. For Mr. Weil, the amounts included for fiscal year 2025 reflect the RSUs issued pursuant to the Subsidiary Agreement, as described above in “Compensation Discussion and Analysis—Executive Compensation Decisions—Transition Arrangements for Mr. Weil.” For Mr. Weil, $377,626 of the amount reported for fiscal year 2025 represents the incremental fair value associated with the modification of certain of Mr. Weil’s RSU awards to provide for continued service vesting based on Mr. Weil’s service pursuant to the Advisory Agreement, calculated as of the modification date in accordance with ASC Topic 718, as described above in “Compensation Discussion and Analysis—Executive Compensation Decisions—Transition Arrangements for Mr. Weil.” (2)Amount reported in this column represents the incremental fair value associated with the modification of certain of Mr. Weil’s stock options pursuant to the Advisory Agreement, calculated as of the modification date in accordance with ASC Topic 718, as described above in “Compensation Discussion and Analysis—Executive Compensation Decisions—Transition Arrangements for Mr. Weil.”

  48. Summary Compensation Table

    | PLANET LABS PBC | PROXY STATEMENT | 40 |

  49. Summary Compensation Table

    (3)Amounts included represent cash bonuses earned under our annual bonus plan and paid in cash. For additional information, see “Compensation Discussion & Analysis—Executive Compensation Decisions—Fiscal Year 2025 Annual Bonuses and Equity Election Program” above. (4)For fiscal year 2025, amounts include (a) Company-paid life insurance premiums for each named executive officer as follows: Mr. Marshall: $450; Ms. Johnson: $690; Mr. Schingler: $437; and Mr. Weil: $3 and (b) for Mr. Weil, $3,411 representing six months of the Company-paid employee portion of Mr. Weil's COBRA premiums. (5)In connection with his transition in May 2024, as described further above in the “Compensation Discussion and Analysis—Executive Compensation Decisions—Transition Agreements for Mr. Weil”, Mr. Weil entered into (a) the Advisory Agreement, pursuant to which he remained eligible to vest in RSUs covering an aggregate of 199,798 shares (with an aggregate value of $1,218,768 based on the closing trading price of our Class A common stock on January 31, 2025) and options to purchase an aggregate of 96,535 shares (all of which were underwater based on such closing trading price on January 31, 2025), and (b) the Subsidiary Agreement, pursuant to which the Company granted Mr. Weil an award of RSUs covering 50,252 shares of our Class A common stock, that is subject to vest over a one-year vesting period based on Mr. Weil’s services under the Subsidiary Agreement. Under the Advisory Agreement, Mr. Weil also received, subject to his timely election of continuation coverage under such plans, Company-paid health care coverage under the Company’s group health plans for six months following his transition.

  50. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides additional information about the annual bonuses for fiscal year 2025 and the equity awards granted to our named executive officers in fiscal year 2025.

  51. Grants of Plan-Based Awards in Fiscal Year 2025

    | Name | Grant Date(1) | Type of Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4)(#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | | | | William Marshall | 3/19/2024 | RSUs | — | — | — | — | — | — | 1,583,711 | 3,737,557 | | | 3/27/2024 | Bonus PSUs | — | — | — | — | 222,222 | 277,778 | — | 566,666 | | Ashley Johnson | 3/19/2024 | RSUs | — | — | — | — | — | — | 1,131,222 | 2,669,684 | | | 3/27/2024 | Bonus PSUs | — | — | — | — | 126,000 | 157,500 | — | 321,300 | | Robbie Schingler, Jr. | 3/19/2024 | RSUs | — | — | — | — | — | — | 723,982 | 1,708,598 | | | | Bonus Cash | — | 180,000 | 207,000 | — | — | — | — | — | | Kevin Weil | 5/7/2024 | RSUs | — | — | — | — | — | — | 50,252 | 100,504 | | | 5/6/2024 | RSUs(6) | — | — | — | — | — | — | — | 377,626 | | | 5/6/2024 | Options(6) | — | — | — | — | — | — | — | 44,999 |

  52. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)This column presents the grant date of equity-based awards or, in the case of modified awards, the modification date (2)Amount represents Mr. Schingler’s cash bonus granted under our annual bonus plan. For additional information, see “Compensation Discussion & Analysis—Executive Compensation Decisions—Fiscal Year 2025 Equity Based Long-Term Incentive Compensation” above. (3)Amounts represent the PSUs issued in fiscal year 2025 pursuant to the Equity Election Program and our 2021 Plan. For additional information, including information on the threshold, target and maximum award level achievement, as well as descriptions of the performance goals, see “Compensation Discussion & Analysis—Executive Compensation Decisions—Fiscal Year 2025 Annual Bonuses and Equity Election Program” above. (4)Amounts represent RSUs issued in fiscal year 2025 pursuant to our 2021 Plan. The RSUs granted to Mr. Marshall, Ms. Johnson and Mr. Schingler vest in substantially equal quarterly installments over four years, subject to the applicable named executive officer's continued service through the applicable vesting date. For additional information, see “Compensation Discussion & Analysis—Executive Compensation Decisions—Fiscal Year 2025 Equity Based Long-Term Incentive Compensation” above. The RSUs granted to Mr. Weil were issued pursuant to his Subsidiary Agreement and vest in substantially equal quarterly installments over one year, subject to his continued service under the Subsidiary Agreement through the applicable vesting date. For additional information, see “Compensation Discussion & Analysis—Executive Compensation Decisions—Transition Arrangements for Mr. Weil” above.

  53. Grants of Plan-Based Awards in Fiscal Year 2025

    | PLANET LABS PBC | PROXY STATEMENT | 41 |

  54. Grants of Plan-Based Awards in Fiscal Year 2025

    (5)Amounts represent the aggregate grant date fair value of the RSUs and PSUs granted to the named executive officers in fiscal year 2025, calculated in accordance with ASC Topic 718. Assumptions underlying the valuations are set forth in footnote 1 to the Summary Compensation Table above. These amounts do not reflect the actual economic value that may be realized from such awards. (6)Amounts represent the incremental fair value associated with the modification of certain of Mr. Weil’s stock options and RSUs pursuant to the Advisory Agreement, calculated as of the modification date in accordance with ASC Topic 718, as described above in “Compensation Discussion and Analysis—Executive Compensation Decisions—Transition Arrangements for Mr. Weil."

  55. 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, 2025.

  56. 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 ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) | 823,366 | 95,737 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 474,877 | 260,405 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 495,591 | 3,023,105 | | | 3/16/2023 | 3/15/2023(6) | — | — | — | — | 736,900 | 4,495,090 | | | 3/19/2024 | 3/15/2024(6) | — | — | — | — | 1,286,766 | 7,849,273 | | | 3/27/2024 | 2/1/2024(7) | — | — | — | — | 166,666 | 1,016,663 | | Ashley Johnson | 4/21/2020 | 2/6/2020(8) | 1,187,175 | — | 4.04 | 4/21/2030 | — | — | | | 6/30/2021 | 6/1/2021(4) | 480,295 | 55,848 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 197,866 | 108,501 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 245,255 | 1,496,056 | | | 6/17/2022 | 6/15/2022(6) | — | — | — | — | 72,675 | 443,318 | | | 3/16/2023 | 3/15/2023(6) | — | — | — | — | 368,450 | 2,247,545 | | | 3/19/2024 | 3/15/2024(6) | — | — | — | — | 919,118 | 5,606,620 | | | 3/27/2024 | 2/1/2024(7) | — | — | — | — | 94,500 | 576,450 | | Robbie Schingler, Jr. | 4/21/2020 | 6/1/2017(3) | 765,919 | — | 4.04 | 4/21/2030 | — | — | | | 6/30/2021 | 6/1/2021(4) | 247,010 | 28,720 | 9.75 | 6/30/2031 | — | — | | | 6/30/2021 | 6/1/2022(4) | 178,082 | 97,648 | 9.75 | 6/30/2031 | — | — | | | 12/7/2021 | —(5) | — | — | — | — | 145,460 | 887,306 | | | 3/16/2023 | 3/15/2023(6) | — | — | — | — | 307,042 | 1,872,956 | | | 3/19/2024 | 3/15/2024(6) | — | — | — | — | 588,236 | 3,588,240 | | Kevin Weil | 6/30/2021 | 4/5/2021(8) | 1,369,088 | 26,330 | 9.75 | 6/29/2031 | — | — | | | 6/30/2021 | 6/15/2021(9) | — | — | — | — | 33,510 | 204,411 | | | 4/5/2023 | 3/15/2023(6) | — | — | — | — | 87,021 | 530,828 | | | 5/7/2024 | 5/7/2024(10) | — | — | — | — | 12,563 | 76,634 |

  57. 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.

  58. Outstanding Equity Awards at Fiscal Year-End

    | PLANET LABS PBC | PROXY STATEMENT | 42 |

  59. Outstanding Equity Awards at Fiscal Year-End

    (2)Amount calculated based on the fair market value of our Class A common stock on January 31, 2025, which was $6.10. (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 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 (or in the case of Mr. Weil following his transition, his service under his Advisory Agreement) 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 – Fiscal Year 2025 Annual Bonuses and Equity Election Program” above. In March 2025, our compensation committee determined that the PSUs would vest at 115% of the full year target. For each of Mr. Marshall and Ms. Johnson, the number of shares of stock that have not vested reflects the actual number of shares that were earned at 115% of target above minus the number of shares that were earned in the first half of fiscal year 2025 pursuant to the same PSU grant. The number of shares subject to each named executive officer's PSU award assumes target achievement based on actual performance during fiscal year 2025. (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 (or in the case of Mr. Weil following his transition, his service under his Advisory Agreement) 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 1/16th of the RSUs monthly thereafter, subject to continued service (or in the case of Mr. Weil following his transition, his service under his Advisory Agreement) through the applicable vesting date. The liquidity-based vesting condition was satisfied upon the closing of the Business Combination. (10)25% of the shares subject to the RSUs vest on June 15, 2024, with 25% vesting on each of the following two quarterly anniversary of June 15, 2024, and 25% vesting on the one-year anniversary of the vesting commencement date, subject to continued service under the Subsidiary Agreement through the applicable vesting date.

  60. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table summarizes the PSUs and RSUs, on an aggregated basis, that vested for each named executive officer during fiscal year 2025. No options were exercised by our named executive officers during fiscal year 2025.

  61. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | William Marshall | 778,035 | $1,965,262 | | Ashley Johnson | 515,380 | $1,307,547 | | Robbie Schingler, Jr. | 295,498 | $770,493 | | Kevin Weil | 222,655 | $545,870 |

  62. Option Exercises and Stock Vested in Fiscal Year 2025

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

  63. 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.

  64. Estimated Potential Payments at 2025 Fiscal Year End

    Estimated Potential Payments at 2025 Fiscal Year End The following table summarizes the payments and benefits that would be made to our named executive officers, other than Mr. Weil, upon the occurrence of certain qualifying terminations of employment and/or a change in control of the Company, assuming such termination had occurred on January 31, 2025. Amounts shown do not include earn-out shares, as the required stock price milestones were not met as of January 31, 2025, and accordingly, no earn-out shares would have been issued to such 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. See the discussion further above in this section under the heading “Other Severance and Transition Agreements” for a summary of the compensation arrangements entered into with Mr. Weil in connection with his transition during the 2025 fiscal year and the amounts of the payments and benefits provided under such arrangements.

  65. Estimated Potential Payments at 2025 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 | 400,000 | 600,000 | | | Equity Acceleration (2) | — | 16,384,130 | | | Continued Healthcare | 10,012 | 15,153 | | | Total | 410,012 | 16,999,283 | | Ashley Johnson | Cash | 303,750 | 405,000 | | | Equity Acceleration (2) | — | 10,369,988 | | | Continued Healthcare | 15,218 | 20,290 | | | Total | 318,968 | 10,795,278 | | Robbie Schingler, Jr. | Cash | 396,000 | 648,000 | | | Equity Acceleration (2) | — | 6,348,502 | | | Continued Healthcare | 14,377 | 19,169 | | | Total | 410,377 | 7,015,671 |

  66. Estimated Potential Payments at 2025 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 2021 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, 2025, is $2,583,806 for Mr. Marshall; $1,577,591 for Ms. Johnson; and $1,066,487 for Mr. Schingler. (2)With respect to options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated shares of Class A common stock underlying the option by $6.10, the closing trading price of our Class A common stock on January 31, 2025 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 Class A common stock on January 31, 2025 ($6.10). With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $6.10, the closing trading price of our Class A common stock on January 31, 2025.

  67. Estimated Potential Payments at 2025 Fiscal Year End

    | PLANET LABS PBC | PROXY STATEMENT | 47 |

  68. 2025 Pay Ratio Disclosure

    2025 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 2025, and the annual total 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, 2024. 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, 2024. •As our consistently applied compensation measure, we used the total cash compensation earned by employees over the full calendar year ending December 31, 2024. No adjustments to compensation were made regarding annualization or cost of living. •We applied an exchange rate as of December 31, 2024, to convert all foreign currencies into U.S. dollars. Using this methodology, we identified our median employee for fiscal year 2025. We then calculated the median employee's annual total compensation for fiscal year 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which was calculated to be $140,943. Mr. Marshall’s annual total compensation for fiscal year 2025, as reported under the “Total” column (column (j)) in the 2025 Summary Compensation Table, was $4,746,341. Based on this information, for fiscal year 2025, 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 33.7 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.

  69. 2025 Pay Ratio Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 48 |

  70. 2025 Pay Versus Performance Disclosure

    2025 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 2025, 2024, and 2023 and the fiscal year ended January 31, 2022 ("fiscal year 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.

  71. 2025 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) | | 2025 | 4,746,341 | 14,120,283 | 2,049,822 | 2,609,080 | 56.43 | 144.40 | (123,196) | 244,352 | | 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 | 8,529,208 | 56.43 | 93.59 | (137,124) | 131,209 |

  72. 2025 Pay Versus Performance Disclosure

    * The 2023 "Compensation Actually Paid to Non-PEO NEOs" has been revised to correct inadvertent calculation errors in last year’s proxy statement. (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 2025, 2024, 2023, and 2022. Our Non-PEO NEOs, for each year presented above were:

  73. 2025 Pay Versus Performance Disclosure

    | Fiscal Year | Non-PEO NEOs | | 2025 | Ashley Johnson, Robbie Schingler, Jr. and Kevin Weil | | 2024 | Ashley Johnson, Robbie Schingler, Jr. and Kevin Weil | | 2023 | Ashley Johnson and Robbie Schingler, Jr. | | 2022 | Ashley Johnson and Kevin Weil |

  74. 2025 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 2 and Note 14 to our consolidated financial statements included in our 2025 Annual Report. 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 outstanding at the end of the fiscal years ended January 31, 2025, January 31, 2024, January 31, 2023, January 31, 2022, and January 31, 2021, was estimated using the following assumptions:

  75. 2025 Pay Versus Performance Disclosure

    | | Year Ended January 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Weighted-average expected term (years) | 3.1 - 3.7 | 3.1 - 4.7 | 3.6 - 5.1 | 3.6 - 6.1 | 4.7 - 5.4 | | Expected volatility | 67.93% - 73.49% | 58.23% - 74.68% | 61.40% - 75.49% | 55.90% - 63.92% | 54.51% - 56.24% | | Risk-free interest rate | 3.52% - 4.715% | 3.46% - 4.8% | 1.56% - 4.455% | 0.33% - 1.685% | 0.62% | | Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |

  76. 2025 Pay Versus Performance Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 49 |

  77. 2025 Pay Versus Performance Disclosure

    | PEO | | | | | | | Adjustments | | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | | Summary Compensation Table Total Compensation | | 4,746,341 | 6,250,741 | 610,285 | 10,863,643 | | 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 | (4,304,224) | (5,750,272) | — | (10,379,018) | | | 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 | 8,662,604 | 2,583,806 | — | 5,751,773 | | | 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 | 3,861,383 | (3,422,646) | (815,992) | — | | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | 963,511 | 866,335 | — | 630,224 | | | 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 | 190,668 | (566,553) | (146,059) | — | | | (Deduct): Fair value at the end of the prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | | Compensation Actually Paid under Item 402(v) | | 14,120,283 | (38,589) | (351,766) | 6,866,622 |

  78. 2025 Pay Versus Performance Disclosure

    | PLANET LABS PBC | PROXY STATEMENT | 50 |

  79. 2025 Pay Versus Performance Disclosure

    | Non-PEO NEO Average | | | | | | | Adjustments | | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | | Summary Compensation Table Total Compensation | | 2,049,822 | 2,789,191 | 1,024,613 | 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 | (1,600,028) | (2,513,781) | (494,188) | (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 | 3,244,218 | 1,014,059 | 419,698 | 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 | 349,101 | (2,743,352) | (487,409) | 655,031 | | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | 375,386 | 377,401 | 73,520 | 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 | 80,982 | (661,950) | (156,050) | 957,295 | | | (Deduct): Fair value at the end of the prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | (1,890,401) | — | — | — | | Compensation Actually Paid under Item 402(v) | | 2,609,080 | (1,738,432) | 380,184 | 8,529,208 |

  80. 2025 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 for the year ended January 31, 2025. (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 2025 Annual Report. (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 2025, to the Company’s performance.

  81. 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, 2024 and 2025. 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).

  82. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 52 |

  83. Relationship Between Financial Performance Measures and Compensation Actually Paid

    | PLANET LABS PBC | PROXY STATEMENT | 53 |

  84. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  85. 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. On May 31, 2024, our board of directors, upon recommendation of our compensation committee in consultation with FW Cook, our compensation committee's independent compensation consultant, amended the Outside Director Compensation Policy, effective July 11, 2024, to, among other things, (i) reduce the annual cash retainer for service on the board of directors from $150,000 to $75,000, (ii) reduce the value of the initial equity award granted to directors from $200,000 to $175,000, and (iii) reduce the value of the annual equity award granted to directors from $200,000 to $175,000. The material terms of the Outside Director Compensation Policy as in effect as of the end of fiscal year 2025 are summarized below.

  86. Fiscal Year 2025 Director Compensation Table

    Fiscal Year 2025 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 2025. 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 2025. The compensation earned by Mr. Marshall and Mr. Schingler in fiscal year 2025 is set forth in the Summary Compensation Table above.

  87. Fiscal Year 2025 Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Kristen Robinson | $12,000 | $262,032 | $274,032 | | Carl Bass | $67,945 | $183,423 | $251,368 | | Ita Brennan | $87,089 | $262,032 | $349,121 | | Niccolo de Masi | $41,610 | $183,423 | $225,033 | | Vijaya Gadde | $49,610 | $183,423 | $233,033 | | Heidi Roizen | $108,699 | $183,423 | $292,122 | | Susan Wojcicki (3) | $6,370 | $— | $6,370 |

  88. Fiscal Year 2025 Director Compensation Table

    (1)Reflects cash retainer fees earned by our non-employee directors in fiscal year 2025. (2)Reflects RSUs issued 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 2 and Note 14 to our consolidated financial statements included in our 2025 Annual Report. (3)Ms. Wojcicki was elected to the board of directors at our annual meeting of stockholders in 2024 and passed away in August 2024. As a result, the amounts earned or paid in cash represents a partial year of service. All of the shares pursuant to Ms. Wojcicki's initial RSU award were forfeited. The table below shows, as of January 31, 2025, 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, 2025. 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.

  89. Fiscal Year 2025 Director Compensation Table

    | Name | Stock Awards Outstanding at Fiscal Year End | Options Outstanding at Fiscal Year End | | Kristen Robinson | 113,636 | — | | Carl Bass | 93,583 | 529,931 | | Ita Brennan | 113,636 | — | | Niccolo de Masi | 93,583 | — | | Vijaya Gadde | 93,583 | — | | Heidi Roizen | 93,583 | — |

  90. Fiscal Year 2025 Director Compensation Table

    | PLANET LABS PBC | PROXY STATEMENT | 55 |