Independent
Tenure on this board
4.5 yrs
Also a director at
Guardant Health Inc (GH)
3 nominees · 4 ballot items.
Re-elect three Class II directors (Vijaya Gadde, General John W. Raymond, Scott Reese); ratify KPMG LLP as the independent registered public accounting firm for fiscal year ending January 31, 2027; approve on a non-binding advisory basis the compensation of the named executive officers (say-on-pay); and transact any other business properly brought before the Annual Meeting.
Re-elect Vijaya Gadde, General John W. Raymond, and Scott Reese as Class II directors to serve until the 2029 annual meeting and until their successors are qualified.
Ratify the audit committee’s appointment of KPMG LLP as Planet’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.
This non-binding advisory proposal asks stockholders to approve the compensation paid to Planet’s named executive officers as disclosed in the proxy materials. Management is seeking this advisory vote to obtain stockholder feedback and validate its executive pay program, which the compensation committee designed to retain and motivate executives, align management and stockholder interests, and reward performance. The proxy materials summarize a pay program composed of base salary, a performance-based annual bonus (with metrics weighted toward GAAP revenue and adjusted EBITDA), equity-based long-term incentives (RSUs and performance-vesting PSUs), and standard benefits and severance arrangements. For fiscal year 2026 the compensation committee set bonus metrics and, based on above-target performance, approved payouts at 125% of target; significant equity grants and vested RSUs/PSUs contributed materially to total reported compensation and to the high “compensation actually paid” figures in 2026. The board recommends FOR the proposal, asserting that the program aligns pay with performance, supports retention of key executives, is governed by an independent compensation committee assisted by an independent consultant, and reflects market-competitive targets. Company-specific context includes large equity holdings and founder/dual-class control that can amplify outcomes (e.g., substantial equity vesting and potential change-in-control acceleration provisions), which may be a point of scrutiny for governance-focused investors. Management notes that the vote is advisory and non-binding, but that the board and compensation committee will consider the voting results when making future compensation decisions. The proposal therefore functions as a governance check on pay practices, balancing demonstrated operational performance (revenue growth and adjusted EBITDA improvement) against potential concerns about equity concentration, severance/change-in-control protections, and one-time realized equity windfalls that materially affect reported CEO pay.
Transact such other business as may properly come before the Annual Meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alphabet Inc. | 9.23% | 31,942,641 | $630M |
| 2 | VANGUARD GROUP INC | 5.00% | 17,322,775 | $342M |
| 3 | BlackRock, Inc. | 2.61% | 9,042,916 | $178M |
| 4 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.46% | 8,511,620 | $168M |
| 5 | D. E. Shaw Co., Inc.Activist | 2.43% | 8,399,887 | $166M |
| 6 | CANADA PENSION PLAN INVESTMENT BOARD | 2.28% | 7,905,400 | $156M |
| 7 | VAN ECK ASSOCIATES CORP | 2.22% | 7,678,938 | $151M |
| 8 | BlackRock, Inc. | 2.12% | 7,333,329 | $145M |
| 9 | Capricorn Investment Group LLC | 2.06% | 7,141,130 | $141M |
| 10 | STATE STREET CORP | 1.73% | 5,990,996 | $118M |
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