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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-04-14 · 71 added, 577 removed, 116 unchanged (85% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

This Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm on our internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Additionally, for as long as we remain an emerging growth company, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.

Changes in Internal Control

Prior to the Business Combination, dMY IV made the determination that it was required to restate certain previously issued financial statements and other financial data including its balance sheet as of March 9, 2021 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

Due to the events that led to the restatement of dMY IV’s financial statements, dMY IV’s management concluded that its disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting relating to the interpretation and accounting for certain complex instruments issued by dMY IV.

Effective as of the closing of the Business Combination, the management of the Company is responsible for internal control over financial reporting and the former management of dMY IV no longer participates in financial reporting.

Our assessment is that, following the Business Combination, we believe our current accounting and finance resources are sufficient to remediate the material weaknesses previously identified by dMY IV.

After the Business Combination, because the conditions causing the material weaknesses no longer existed, and are not expected to exist, we determined the material weaknesses in internal control over financial reporting did not exist as of January 31, 2022.

There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(f) and 15d-15(f) of the Exchange Act that occurred during the fiscal year ended January 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected.

The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Other Information

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

Issuance of Shares

On March 26, 2023, the Company entered into an asset purchase agreement with Holding Sinergise d.o.o., a company existing under the laws of Slovenia (“Sinergise”), its subsidiaries and certain shareholders of Sinergise, to acquire from Sinergise its cloud-based geo-spatial analysis products, platforms and solutions business.

The purchase price will be $45.0 million, subject to certain purchase price adjustments, and will be paid fifty percent (50%) in cash and fifty percent (50%) through the issuance of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Parent Shares”).

The transaction is expected to close in the second quarter of the fiscal year ending January 31, 2024.

At closing, the Company will issue the Parent share to Sinergise valued at $22.5 million, subject to certain price adjustments, with the number of shares issued at closing to be determined based on a 30-day volume weighted average trading price.

In issuing the Parent Shares, the Company will rely upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by the SEC.

Payment of Mootness Fee

On September 30, 2021, a class action complaint was filed in the Delaware Court of Chancery by Anthony Franchi, a purported stockholder, against dMY Technology Group, Inc.

IV (“dMY IV”) and its directors alleging a violation of Delaware General Corporation Law Section 242(b)(2), and breaches of fiduciary duty against dMY IV’s directors for soliciting a combined vote of both classes of the Company’s common stock regarding an amendment to the dMY IV’s certificate of incorporation.

Anthony Franchi v.

dMY Technology Group, Inc.

IV, et al., C.A.

2021-0841-KSJM (Del.

Ch.) (the “Action”).

After the complaint was filed, dMY IV determined to take certain actions to moot the allegations and claims set forth in the complaint, specifically, by amending its merger agreement to solicit a separate class vote for the amendment and altering public disclosures to reflect that separate solicitation.

On August 11, 2022, the Delaware Chancery Court entered an order in the Action which, among other things, voluntarily dismissed the Action as moot, and retained jurisdiction solely for the purpose of determining plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses.

As dMY IV’s successor entity, the Company subsequently agreed to pay $795,000 to plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the Action (the “Mootness Fee”).

That payment was made on March 8, 2023.

On March 7, 2023, the Court entered an order closing the case, subject to the Company paying the Mootness Fee and filing an affidavit with the Delaware Chancery Court confirming that this notice has been issued.

In entering the order, the Delaware Chancery Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.

The payment of the Mootness Fee was not material and did not have a material adverse effect on the Company’s consolidated results of operations and financial condition.

This disclosure is being filed in accordance with the Court order closing the case in order to provide notice to the Company’s stockholders of the fee payment to plaintiff’s counsel.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate Governance

Board of Directors and Management

The following is a list of our directors and executive officers.

Name Age Position

William Marshall 43 Chairperson, Co-Founder and Chief Executive Officer

Robert (Robbie) Schingler, Jr.

43 Director, Co-Founder and Chief Strategy Officer

Ashley Johnson 50 Chief Financial and Operating Officer

Kevin Weil 38 President, Product & Business

Carl Bass 64 Director

Ita Brennan 55 Director

Niccolo de Masi 41 Director

Vijaya Gadde 47 Director

Heidi Roizen 63 Director

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 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.

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.

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.

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.

Ashley Johnson joined Planet as Chief Financial Officer in February 2020 and additionally became Planet’s Chief Operating Officer in March 2021.

She has served as the Chief Financial Officer and Chief Operating Officer of Planet Labs PBC since the consummation of the Business Combination in December 2021.

Previously, Ms.

Johnson was the Chief Financial Officer of Wealthfront Inc.

from June 2015 to February 2020, as well as the Chief Operating Officer from June 2016 to February 2020.

Prior to that, she was the Chief Financial Officer at ServiceSource (Nasdaq:

SREV) from January 2013 to October 2014, the interim Chief Executive Officer at ServiceSource from October 2014 to December 2014, and the Chief Customer Officer from January 2015 to May 2015.

She holds a BA in International Relations and an MA in International Policy Studies from Stanford University.

Kevin Weil has served as Planet’s President, Product & Business since April 2021 and has had such title at Planet Labs PBC since the consummation of the Business Combination in December 2021.

Previously, Mr.

Weil was the VP Product at Novi (a Facebook subsidiary) from May 2018 to April 2021.

Prior to that, he was the VP Product at Instagram from March 2016 to May 2018 and he held multiple roles at Twitter, Inc.

TWTR) from September 2009 to February 2016, most recently SVP Product.

He holds a BA in Physics and Mathematics from Harvard and an MS in Physics from Stanford University.

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.

Bass has held numerous board member positions at public technology companies and has held multiple executive roles in the technology industry.

Currently, Mr.

Bass serves as the lead independent director of Zendesk Inc.

ZEN), a customer service software company, since 2016, where he is the chair of its compensation committee, and serves as a director at Box, Inc.

BOX), a cloud software company, since May 2020.

Previously, Mr.

Bass served on the board of directors of Ouster, Inc.

OUST), a software company, from March 2021 to June 2021, on the board of directors of Agile Growth Corp.

AGCR), a special purpose acquisition company, from February 2021 to February 2022, as the President and Chief Executive Officer at Autodesk, Inc.

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).

Bass has also served on the board of directors of HP, Inc.

HPQ) from November 2015 to September 2017, and on the board of directors of E2open, Inc.

ETWO) from July 2011 until it was acquired by Insight Venture Partners in March 2015.

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.

Bass has a B.A.

in mathematics from Cornell University.

We believe Mr.

Bass is qualified to serve as a member of our board of directors due to his extensive executive experience in the technology sector, and public company board experience at technology companies.

Ita Brennan joined Planet’s board in June 2021 and has served on the board of directors of Planet Labs PBC since the consummation of the Business Combination in December 2021.

Currently, Ms.

Brennan also serves as Chief

Financial Officer at Arista Networks, Inc.

ANET), a cloud networking solutions company, since May 2015.

Brennan has been a member of the board of directors of Cadence Design Systems, Inc.

CDNS), a multinational computational software company, since March 2020.

Previously, Ms.

Brennan served as Chief Financial Officer of QuantumScape Corporation (NYSE:

QS), a designer and manufacturer of solid-state lithium metal batteries, from March 2014 to May 2015.

Prior to joining QuantumScape Corporation, Ms.

Brennan held various roles at Infinera Corporation (Nasdaq:

INFN), an intelligent transport networking company, most recently as Chief Financial Officer from July 2010 to February 2014 and Vice President of Finance and Corporate Controller from July 2006 to July 2010.

From 1997 to 2006, Ms.

Brennan held various roles at Maxtor Corporation, a multi-billion dollar information storage solutions company, including Vice President of Finance for the company’s worldwide operations.

She previously served as a member of the board of directors of LogMeIn, Inc., a provider of web-based remote access software and services from November 2018 to August 2020.

Brennan is a fellow of the Institute of Chartered Accountants and a public accounting alumna of Deloitte and 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 in the technology sector and public company board experience at technology companies.

Niccolo de Masi was the Chief Executive Officer and a director of dMY Technology Group, Inc.

IV from its inception in December 2020 until the consummation of the Business Combination, and has since been a member of the board of directors of Planet Labs PBC.

Currently, Mr.

de Masi is a member of the board of directors of Rush Street Interactive Inc.

RSI) (previously dMY Technology Group, Inc.) since September 2019, where he also served as the Chief Executive Officer from January 2020 until December 2020.

de Masi is also a member of the board of directors of IONQ Inc.

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.

de Masi is also a member of the board of directors of Genius Sports Limited (NYSE:

GENI) (previously dMY Technology Group, Inc.

II) since June 2020, where he also served as the Chief Executive Officer from June 2020 until April 2021.

Previously, Mr.

de Masi served as a member of the board of directors (from January 2010 to April 2021), as chairman (from December 2014 to April 2021), interim chairman (from July 2014 to April 2021) and as President and Chief Executive Officer (from January 2010 to November 2016) of Glu (Nasdaq:

GLUU), which was sold to Electronic Arts in 2021.

de Masi also served as President of Products and Solutions and Chief innovation officer at Resideo Technologies, Inc.

REZI) from February 2019 to March 2020 and served as a member of its board of directors from October 2018 to January 2020.

de Masi also served as the President of Essential from November 2016 to October 2018.

Prior to that, Mr.

de Masi also held various leadership positions at Xura, Hands-On Mobile and Monstermob.

de Masi also serves on the Leadership Council of the UCLA Grand Challenges.

de Masi received his B.A.

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 network of contacts in the technology sector.

Vijaya Gadde joined the board of Planet Labs PBC in December 2021 in connection with the consummation of the Business Combination.

Currently, Ms.

Gadde serves as the Chief Legal Officer and Secretary of Twitter, Inc.

TWTR), leading its legal, public policy and trust and safety teams around the world.

Prior to joining Twitter, Inc.

in 2011, she served as Senior Director, Legal at Juniper Networks, Inc.

JNPR) and worked for nearly ten years at Wilson Sonsini Goodrich & Rosati.

Gadde has served as a director of Guardant Health, Inc.

GH) since January 2020.

Gadde has served on the board of trustees of NYU Law School and the board of directors of Mercy Corps, a global humanitarian aid and development organization, which partners with communities, corporations, and governments.

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.

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.

Roizen is a partner with leading venture capital firm Threshold Ventures (formerly Draper Fisher Jurvetson) since 2012, and serves as a member of the board of directors for privately-held portfolio companies Upside Foods (formerly Memphis Meats),

Lumity, and Polarr.

Roizen is also a member of the boards of directors of DMGT (previously listed on the London Stock Exchange) since September 2012 and Invitation Homes (NYSE:

INVH) since May 2020.

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 the Executive Committee, chaired the annual conference and chaired the Public Outreach committee.

She has served on numerous private and public company boards, including TiVo and Great Plains Software.

Before becoming a venture capitalist, Ms.

Roizen served as Vice President of World Wide Developer Relations for Apple.

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 (NYSE:

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.

Family Relationships

There are no “family relationships” (as defined in Item 401(d) of Regulation S-K) among any of our executive officers or directors.

Code of Business Conduct

We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at www.planet.com/investors under the “Governance” tab.

Our code of business conduct and ethics is a “code of ethics”, as defined in Item 406(b) of Regulation S-K.

Please note that our Internet website address is provided as an inactive textual reference only.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on our Internet website.

Corporate Governance Guidelines

We have adopted corporate governance guidelines that apply to all of our directors in exercising its responsibilities and to serving the interests of the Planet and our stockholders.

Our corporate governance guidelines are available on our website at www.planet.com/investors under the “Governance” tab.

Board Committees

The standing committees of our board of directors consist of an audit committee, a compensation committee and a nominating and corporate governance committee.

The board of directors may from time to time establish other committees.

Audit Committee

Our audit committee consists of Ita Brennan, who is serving as the chairperson, J.

Heidi Roizen and Niccolo de Masi.

Each member of the audit committee qualifies as an independent director under the NYSE corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act.

Our board of directors has determined that Ita Brennan qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the NYSE.

The board of directors previously adopted a written charter for the audit committee, which is available on our website at www.planet.com/investors under the “Governance” tab.

Compensation Committee

Our compensation committee consists of Carl Bass, who is serving as the chairperson, and J.

Heidi Roizen.

The purpose of the compensation committee is to assist the board of directors in discharging its responsibilities relating to (1) setting Planet’s compensation program and compensation of its executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

The board of directors previously adopted a written charter for the compensation committee, which is available on our website at www.planet.com/investors under the “Governance” tab.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Vijaya Gadde, who is serving as the chairperson, and Carl Bass.

The purpose of the nominating and corporate governance committee is to assist the board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new members of the board of directors, consistent with criteria approved by the board of directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the board of directors select, the director nominees for the next annual meeting of stockholders, (3) identifying members of the board of directors qualified to fill vacancies on any board of directors committee and recommending that the board of directors appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the board of directors corporate governance principles applicable to us, (5) overseeing the evaluation of the board of directors and management and (6) handling such other matters that are specifically delegated to the committee by the board of directors from time to time.

The board of directors previously adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.planet.com/investors under the “Governance” tab.

The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2023.

Executive Compensation

This section discusses the material components of the executive compensation program for our executive officers who are named in the Summary Compensation Table below.

In our fiscal year ended January 31, 2022, our “named executive officers” and their positions were as follows:

• William Marshall, our Chief Executive Officer;

• Kevin Weil, our President, Product and Business;

• Ashley Johnson, our Chief Financial and Operating Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

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

Name and Principal Position

Year Salary ($)

Stock Awards($) (2)(3)

Option Awards ($)(2)

Non-Equity Incentive Plan Compensation ($)(4)

All Other Compensation ($)(5)

William Marshall 2022 275,000 — 4,050,217 6,328,801 200,000 9,625 10,863,643

Chief Executive Officer 2021 275,000 — — 11,692,000 60,760 2,865 12,030,625

Ashley Johnson (6) 2022 367,500 26,057 2,004,346 3,214,726 185,000 690 5,798,319

Chief Financial and Operating Officer 2021 345,625 — 790,000 4,898,000 24,658 358 6,058,641

Kevin Weil (7) 2022 49,545 1,395 12,361,690 6,339,338 — 8 18,751,976

President, Product and Business

(1) Amounts included reflect the transaction bonuses paid to the applicable named executive officer in connection with the closing of the Business Combination, described below under “—Compensation in Connection with the Business Combination.”

(2) Amounts included reflect the full grant-date fair value of restricted stock units and stock options granted during the relevant fiscal year 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 the notes to our consolidated financial statements included in this report.

(3) Amounts also include the full grant-date fair value, computed in accordance with ASC Topic 718, of certain earn-out shares that the named executive officer became eligible to receive upon closing of the Business Combination in 2021 and which may become issuable to such named executive officer if a triggering event (as defined and discussed below) occurs within five years following the consummation of the Business Combination, subject to the applicable executive’s continued service through the time of such triggering event.

The terms and conditions applicable to the earn-out shares are described below under “—Compensation in Connection with the Business Combination.”

We have determined that the contingent obligation to issue the earn-out shares to service providers (including our named executive officers) who were holders of outstanding equity awards of the Company as of the consummation of the Business Combination falls within the scope of ASC Topic 718 for stock-based compensation transactions, because the equity award holders are required to continue providing services until the occurrence of the applicable triggering event.

Assumptions used to calculate these amounts are included in the notes to our consolidated financial statements included in this report.

(4) Amounts represent bonuses earned by each named executive officer under our annual bonus plan and paid in cash.

(5) For fiscal year 2022, amounts include:

(a) Company-paid life insurance premiums for each named executive officer as follows:

and (b) $9,355 in legal expenses for Mr.

Marshall associated with the Business Combination.

Johnson joined the Company as our Chief Financial Officer on February 6, 2020.

Weil joined the Company as our President, Product and Business on April 5, 2021.

Narrative to Summary Compensation Table

Executive Compensation Arrangements

During fiscal year 2022, we were party to employment offer letters with Mr.

Marshall, Ms.

Johnson and Mr.

Weil, the material terms of which are summarized below.

Each offer letter sets forth the terms and conditions of employment for the applicable named executive officer, including his or her initial base salary, initial target bonus opportunity (if any), initial equity grants, and eligibility to participate in our employee benefit plans.

Additionally, we entered into an advisory agreement with Mr.

Weil in February 2021, pursuant to which he provided advisory services on an independent contractor basis prior to his employment start date with us in April 2021.

Weil did not receive any compensation pursuant to the terms of the advisory agreement.

Marshall, Ms.

Johnson and Mr.

Weil have also entered into indemnification agreements and our standard proprietary information, invention assignment, and arbitration agreement.

Base Salaries

The named executive officers receive a base salary to compensate them for services rendered to the Company.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

As of January 31, 2022, our named executive officers’ annual base salaries were as follows:

The Summary Compensation Table above shows the actual base salaries paid to each named executive officer in fiscal year 2022.

Annual Bonuses

We maintain a bonus plan under which Mr.

Marshall and Ms.

Johnson were eligible to receive cash bonuses with respect to our fiscal year 2022, based on both Company and individual performance metrics, as determined by the Compensation Committee of our board of directors, at their discretion.

Pursuant to the terms of his offer letter, Mr.

Weil was not eligible to participate in our annual bonus plan for fiscal year 2022.

Under the bonus plan, bonuses were earned by all participating employees for fiscal year 2022 based on attainment of Company performance metrics during the relevant performance period:

(1) revenue and (2) Adjusted EBITDA (as defined elsewhere in this report), further adjusted for certain non-recurring expenses.

Under the bonus plan for fiscal year 2022, Mr.

Marshall’s annual bonus target was $200,000, and Ms.

Johnson’s annual bonus target was $185,000.

The actual annual cash bonuses awarded to Mr.

Marshall and Ms.

Johnson, as determined by our Compensation Committee based on the level at which the applicable corporate performance goals were attained, are set forth above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

Equity Compensation

We have historically utilized equity compensation in order to attract and retain our employees, including our named executive officers, to align their interests with those of our stockholders.

Prior to the completion of the Business Combination, we issued equity awards under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan (previously named the Cosmogia Inc.

2011 Stock Incentive Plan) (the “2011 Plan”).

In connection with the Business Combination, we adopted, and our stockholders approved, the Planet Labs PBC 2021 Incentive Award Plan (the “2021 Plan”) and the Planet Labs PBC 2021 Employee Stock Purchase Plan (the “ESPP”), and no further awards will be granted under the 2011 Plan.

Marshall currently holds shares of Class B common stock and options to purchase Class A common stock.

Johnson and Mr.

Weil currently hold options to purchase Class A common stock and restricted stock units covering

Class A common stock.

In fiscal year 2022, the named executive officers were granted stock options and restricted stock units under the 2011 Plan, as set forth below.

In fiscal year 2022, Mr.

Marshall and Ms.

Johnson were granted stock options (consisting of both nonqualified and incentive stock options) to purchase 1,080,000 and 550,000 shares of Class A common stock, respectively.

Each such stock option vests in substantially equal monthly installments over four years, subject to the executive’s continued service through the applicable vesting date.

These stock options are not subject to accelerated vesting.

Weil was granted restricted stock units covering 700,000 shares of Class A common stock and stock options (consisting of both nonqualified and incentive stock options) to purchase 1,100,000 shares of Class A common stock in connection with his commencement of employment with the Company in fiscal year 2022.

The stock options vest over the four-year period following the commencement of his employment, with 25% of the stock options vesting on the one-year anniversary of his employment start date and the remaining 75% vesting in substantially equal monthly installments over the following 36 months, subject to his continued service through the applicable vesting date.

The restricted stock units granted to Mr.

Weil in connection with the commencement of his employment with the Company in fiscal year 2022 are subject to both (i) a service-based vesting condition, which is satisfied as to 25% of the restricted stock units on the one-year anniversary of his employment start date and the remaining 75% in substantially equal quarterly installments over the following 36 months, subject to his continued service through the applicable vesting date, and (ii) a liquidity-based vesting condition, which was satisfied upon the closing of the Business Combination.

In the event that Mr.

Weil’s employment is terminated by the Company for any reason other than “cause” or as a result of his voluntary resignation for “good reason”, in either case, (i) within 12 months following a “change in control” of the Company (each such term as defined in the applicable award agreement), the lesser of (x) the then-unvested shares underlying the stock option and (y) 50% of the shares underlying the stock option will vest, and the lesser of (x) the then-unvested restricted stock units and (y) 50% of the restricted stock units will vest;

and (ii) within 12 months following the commencement of his employment with the Company, 12.5% of the then-unvested shares underlying the stock option will vest, and 12.5% of the then-unvested restricted stock units will vest.

The number of shares subject to equity awards referenced in this section that were granted and outstanding prior to the Business Combination were subsequently adjusted to reflect the number of Planet shares subject to such equity awards immediately following the Business Combination (as adjusted in the Business Combination by the exchange ratio).

Additional information about the equity awards granted to our named executive officers in fiscal year 2022 is provided in the Outstanding Equity Awards at Fiscal Year-End table below.

Compensation in Connection with Business Combination

Transaction Bonuses

In connection with the Business Combination, we awarded transaction bonuses to each of Ms.

Johnson and Mr.

Weil in an amount equal to $26,057 and $1,395, respectively.

The transaction bonuses were paid shortly following the completion of the Business Combination, subject to the applicable executive’s continued employment through the payment date.

The transaction bonuses awarded to Ms.

Johnson and Mr.

Weil are set forth above in the Summary Compensation Table in the column entitled “Bonus.”

Earn-out Shares

Pursuant to the terms of the Business Combination, upon the closing of the Business Combination, each holder of outstanding equity awards covering Company common stock immediately before the consummation of the Business Combination, which includes our named executive officers, became entitled to receive their respective pro rata shares of up to 27,000,000 additional shares of our Class A common stock (the “earn-out shares”).

The earn-out shares are comprised of four substantially equal tranches, which will become earned and issuable 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 (with 6,750,000 shares becoming earned and issuable upon the achievement of each such stock price milestone), or (ii) we consummate a change of control

transaction prior to December 7, 2026 that entitles our stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00, respectively (with 6,750,000 shares becoming earned and issuable upon the achievement of each such per-share consideration milestone) (in each case, a “triggering event”), in each case, subject to the holder’s continued employment or service through the applicable triggering event.

The earn-out shares that each named executive officer is eligible to earn in respect of outstanding equity awards held by him or her at the time of the Business Combination are included above in the Summary Compensation Table in the column entitled “Stock Awards” and below in the Outstanding Equity Awards at Fiscal Year-End table.

Other Elements of Compensation

Retirement Plans

We maintain a defined contribution 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements.

Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan.

We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

Health/Welfare Plans

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

medical, dental and vision benefits;

medical and dependent care flexible spending accounts;

medical health savings accounts;

short-term and long-term disability insurance;

life insurance;

and flexible paid time off.

We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer.

During fiscal year 2022, we provided our named executive officers with limited perquisites and personal benefits consisting of Company-paid life insurance and reimbursement of certain legal expenses, as set forth above in the Summary Compensation Table in the column entitled “All Other Compensation”.

No Tax Gross-Ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of our Class A common stock underlying outstanding equity incentive plan awards for each named executive officer as of January 31, 2022.

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

(3) 2,833,903

Ashley Johnson 4/21/2020 2/6/2020 (6) 568,859 618,316 4.04 4/21/2030 — —

4/21/2020 2/6/2020 (7) — — — — 99,728 608,341

6/30/2021 6/1/2021 (4) 78,191 447,700 9.75 6/30/2031 — —

6/30/2021 6/1/2022 (4) — 306,367 9.75 6/30/2031 — —

12/7/2021 — (5) — — — — 245,255 1,496,056

Kevin Weil 6/30/2021 4/5/2021 (8) — 1,685,023 9.75 6/29/2031 — —

6/30/2021 6/15/2021 (9) — — — — 1,072,287 6,540,951

12/7/2021 — (5) — — — — 304,460 1,857,206

(1) Amounts calculated reflect the adjustment for the exchange ratio of approximately 1.53184 in connection with the Business Combination.

Additional information about the equity awards granted to our named executive officers is provided in the Narrative to Summary Compensation Table above.

(2) Amount calculated based on the fair market value of our Class A common stock on January 31, 2022, 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 of control transaction prior to December 7, 2026 that entitles our stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00, respectively, in each case, subject to the applicable named executive officer’s continued employment or service through the date of the applicable triggering event.

(6) 25% of the shares subject to the options vest on the one-year anniversary of the vesting commencement date, with 1/48th of the shares vesting monthly thereafter, subject to continued service through the applicable vesting date.

In the event that the executive’s employment is terminated by the Company for any reason other than “cause” or the executive resigns for “good reason”, in each case, within 12 months following a “change in control” of the Company, 50% of the then-unvested shares underlying the option will vest.

(7) Represents restricted stock units 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 restricted stock units on the one-year anniversary of the vesting commencement date, and as to 1/48th of the restricted stock units 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.

that the executive’s employment is terminated by the Company for any reason other than “cause” or the executive resigns for “good reason”, in each case, within 12 months following a “change in control” of the Company, 50% of the then-unvested restricted stock units will satisfy the service-vesting condition and vest.

(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.

In the event that the executive’s employment is terminated by the Company for any reason other than “cause” or the executive resigns for “good reason”, in either case, (i) within 12 months following a “change in control” of the Company, the lesser of (x) the then-unvested shares underlying the stock option and (y) 50% of the shares underlying the stock option will vest;

and (ii) within 12 months following the commencement of the executive’s employment with the Company, 12.5% of the then-unvested shares underlying the stock option will vest.

(9) Represents restricted stock units 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 restricted stock units vest on the one-year anniversary of the vesting commencement date, and as to 1/16th of the restricted stock units quarterly thereafter.

The liquidity-based vesting condition was satisfied as a result of the Business Combination.

In the event that the executive’s employment is terminated by the Company for any reason other than “cause” or the executive resigns for “good reason”, in either case, (i) within 12 months following a “change in control” of the Company, the lesser of (x) the then-unvested restricted stock units and (y) 50% of the restricted stock units will vest;

and (ii) within 12 months following the commencement of the executive’s employment with the Company, 12.5% of the then-unvested restricted stock units will vest.

Director Compensation

Although we have not historically maintained a formal non-employee director compensation program, for fiscal year 2022, upon recommendation by our Compensation Committee, our board of directors approved the compensation set forth in the table below to our non-employee directors, including cash compensation and equity awards, for their service on our board of directors in fiscal year 2022.

Each of the other members of our board of directors (Mr.

Marshall and Robert Schingler, Jr.) 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 2022.

The compensation provided to Mr.

Marshall in fiscal year 2022 is set forth in the Summary Compensation Table above.

Name Fees earned or paid in cash ($)(1) Stock awards ($)(2) Total ($)

Carl Bass 1,793 2,414,105 2,415,898

Ita Brennan 25,408 154,858 180,266

Niccolo de Masi 22,418 – 22,418

Vijaya Gadde 23,614 – 23,614

Heidi Roizen 22,418 – 22,418

You (3) – – –

Darla Anderson (3) – – –

Francesca Luthi (3) – – –

Wert (3) – – –

(1) Reflects cash retainer fees earned by our non-employee directors in fiscal year 2022.

(2) Amounts calculated reflect the adjustment for the exchange ratio of approximately 1.53184 in connection with the Business Combination.

Amounts reflect the full grant-date fair value of restricted stock units granted during the reported period and earn-out shares that may be issuable to certain non-employee directors in respect of outstanding equity awards held by them as of the consummation of the Business Combination (as described above under “—Compensation in Connection with Business Combination”), each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the non-

employee director.

Assumptions used to calculate these amounts are included in the notes to our consolidated financial statements included in this report.

Anderson, Ms.

Luthi and Mr.

Wert each ceased serving on the board of directors at the time of the consummation of the Business Combination and did not receive any compensation in respect of their service on the board of directors in fiscal year 2022.

The table below shows, as of January 31, 2022, the aggregate number of shares subject to restricted stock units and options (exercisable and unexercisable) held by, and earn-out shares that may be issuable to, each non-employee director who was serving in such capacity as of January 31, 2022.

Name Stock Awards Outstanding at Fiscal Year End Options Outstanding at Fiscal Year End

Carl Bass 239,221 529,931

Ita Brennan 9,348 –

Outside Director Compensation Policy

In connection with our Business Combination, we adopted a compensation policy for our non-employee directors, or the “Outside Director Compensation Policy.” Commencing with our fiscal year ending January 31, 2023, our non-employee directors became eligible to receive certain cash compensation and equity awards under the Outside Director Compensation Policy.

The material terms of the Outside Director Compensation Policy are summarized below.

Cash Compensation

Under the Outside Director Compensation Policy, our non-employee directors are entitled to the following cash retainers for their service on our board of directors:

• Annual Retainer:

• If the non-employee director serves as the lead independent director or as chairperson of a committee, an additional annual retainer as follows:

• Lead Independent Director:

• Chairperson of Audit Committee:

• Chairperson of Compensation Committee:

• Chairperson of Nominating and Governance Committee:

Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service.

Any reasonable, customary and documented expenses for travel to board meetings will also be reimbursed by the Company.

Equity Compensation

Under the Outside Director Compensation Policy, our non-employee directors are entitled to the following equity awards for their service on our board of directors:

• Initial Award:

Each non-employee director who is initially elected or appointed to serve as a non-employee director of our board of directors will automatically be granted a restricted stock unit award with a value equal to $200,000, multiplied by the fraction obtained by dividing (i) the number of days during the period beginning on the date the individual first becomes a non-employee director and ending on the one-year

anniversary of the date of the most recent annual meeting of our stockholders to occur prior to the grant date by (ii) 365 (the “Initial Award”).

• Annual Award:

Each non-employee director who is serving on our board of directors as of the date of the annual meeting of our stockholders each calendar year will automatically be granted a restricted stock unit award with a value equal to $200,000 (the “Annual Award”).

Each Initial Award and each Annual Award will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of our stockholders following the grant date, subject to the applicable director’s continued service on the board through the applicable vesting date.

In addition, each outstanding Initial Award and Annual Award will vest in full upon a change in control of the Company (as defined in the Incentive Plan), subject to the applicable director’s continued service on the board until at least immediately prior to the change in control.

Compensation Elections

Each non-employee director will have the option to elect, on or prior to December 31st of the calendar year immediately prior to the calendar year in which the next annual meeting occurs, to receive up to the entire amount of his or her annual cash retainer for the period commencing on the date of such next annual meeting in the form of an award of restricted stock units of equivalent value.

Any such award of restricted stock units will be granted at the same time as the Annual Award and will vest in four equal installments on each of September 15, December 15, March 15, and June 15 following the grant date, subject to the applicable director’s continued service on the board through the applicable vesting date.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of our Class A common stock and Class B common stock as of April 7, 2022 by:

• each person who is known to be the beneficial owner of more than 5% of shares of our Class A common stock or Class B common stock;

• each of Planet’s current named executive officers and directors;

• all current executive officers and directors of Planet as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of April 7, 2022.

Unless otherwise indicated, Planet believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

Name of Beneficial Owner (1)

Class A Common Stock Class B Common Stock

Google LLC (2)

31,942,641 12.95% — —

Entities affiliated with Draper Fisher Jurvetson (3) 23,474,504 9.52% — —

Directors and Named Executive Officers (4)

William Marshall (5) 13,661,703 5.25% 10,578,793 50.0%

Robert Schingler, Jr.

(5)(6) 11,413,653 4.42% 10,578,793 50.0%

Ashley Johnson 883,998 * — —

Kevin Weil (7) 657,047 * — —

Carl Bass 552,272 * — —

Ita Brennan 11,489 * — —

Niccolo de Masi (8) 36,765 * — —

Vijaya Gadde — * — —

Heidi Roizen — * — —

All directors and executive officers as a group (9individuals) 27,216,927 9.95% 21,157,586 100.0%

* Less than one percent

(1) Unless otherwise noted, the business address of each of the directors and executive officers is 645 Harrison St., Floor 4, San Francisco, California 94107.

(2) Pursuant to the Schedule 13G filed by Google LLC on December 17, 2021, each of Google LLC, XXVI Holdings Inc.

(the managing member of Google LLC) and Alphabet Inc.

(the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote and sole power to dispose of the securities owned directly by Google LLC.

The address for Google LLC, XXVI Holdings Inc.

and Alphabet Inc.

is 1600 Amphitheatre Parkway, Mountain View, California 94043.

Each of the reporting entities disclaim beneficial ownership over such securities except to the extent of their pecuniary interest therein.

(3) Pursuant to the Schedule 13G filed by Draper Fisher Jurvetson Fund X, L.P.

(“Fund X”) on December 15, 2021 (“Draper 13G”), 21,127,084 shares of our Class A common stock are held by Fund X, 645,526 shares of our Class A common stock are held by Draper Fisher Jurvetson Partners X, LLC (“Partners X”), 940,235 shares of our Class A common stock are held by Draper Associates Riskmasters Fund II, LLC (“DARF II”), and 761,659 shares of our Class A common stock are held by Draper Associates Riskmasters Fund III, LLC (“DARF III”).

Pursuant to the Draper 13G, (a) each of Fund X, Draper Fisher Jurvetson Fund X Partners, L.P.

(“Fund X Partners”), and DFJ Fund X, Ltd.

(“Fund X Ltd.”) may be deemed to have shared power to vote and shared power to dispose of 21,127,084 shares of our Class A common stock, (b) Partners X may be deemed to have shared power to vote and shared power to dispose of 645,526 shares of our Class A common stock, (c) DARF II may be deemed to have shared power to vote and shared power to dispose of 940,235 shares of our Class A common stock, (d) DARF III may be deemed to have shared power to vote and shared power to dispose of 761,659 shares of our Class A common stock, (e) Timothy C.

Draper, as a managing director of Fund X, a managing member of Partners X, a director of Fund X Ltd.

and the managing member of DARF II and DARF III, may be deemed to have sole power to vote and sole power to dispose of 1,701,894 shares of our Class A common stock and shared power to vote and shared power to dispose of 21,772,610 shares of our Class A common stock, (f) John H.

Fisher, as a managing director of Fund X, a managing member of Partners X and a director of Fund X Ltd, may be deemed to have shared power to vote and shared power to dispose of 21,772,610 shares of our Class A common stock, and (g)

Andreas Stavropoulos, Joshua Stein and Donald F.

Wood, each directors of Fund X Ltd., may be deemed to have shared power to vote and shared power to dispose of 21,127,084 shares of our Class A common stock.

The address for Fund X, Fund X Partners, Fund X Ltd., Partners X, Mr.

Stavropoulos, Mr.

Stein and Mr.

Wood is 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025.

The address for DARF II, DARF III and Mr.

Draper is 55 East 3rd Avenue, San Mateo, CA 94401.

Stavropoulos, Mr.

Stein, and Mr.

Wood each disclaim beneficial ownership over such securities except to the extent of their pecuniary interest therein.

(4) Includes 27,197,697 aggregate shares of Class A common stock, which these directors and executive officers have the right to acquire presently or upon vesting within 60 days.

These shares are held as follows:

Marshall, 13,642,473 shares;

Schingler, 11,413,653 shares;

Johnson, 883,998shares;

Weil, 657,047 shares;

Bass, 552,272 shares;

Brennan, 11,489 shares;

de Masi, 36765 shares.

(5) Includes shares of Class A common stock that could be acquired upon a transfer of shares of Class B common stock held by the holder.

(6) Includes shares of Class B common stock that are held by a family trust, of which Mr.

Schingler is a trustee.

(7) Includes shares of Class A common stock that are held by a family trust, of which Mr.

Weil is a trustee.

(8) Includes shares of Class A common stock that are held by Isalea Investments LP, of which Mr.

de Masi is the managing member.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information, as of January 31, 2022, about our compensation plans under which shares of our Class A common stock may be issued.

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (3)

Equity compensation plans approved by security holders 47,347,287 $4.63 40,516,002

Equity compensation plans not approved by security holders

47,347,287 $4.63 40,516,002

(1) Includes shares subject to outstanding awards granted under our 2011 Plan as of January 31, 2022, of which 41,907,551 shares are subject to outstanding stock options and 5,439,736 shares are subject to outstanding restricted stock units.

(2) Represents the weighted-average exercise price of stock options outstanding under the 2011 Plan as of January 31, 2022.

The weighted average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock units or the shares subject to outstanding restricted stock awards, each of which have no exercise price.

(3) Includes 32,412,802 shares available for future issuance under our 2021 Plan and 8,103,200 shares available for future issuance under our ESPP, as of January 31, 2022.

There are no shares available for future issuance under our 2011 Plan.

The number of shares available for issuance under our 2021 Plan increases automatically on the first day of each Company fiscal year beginning with February 1, 2022 and ending on and including February 1, 2031, in an amount equal to the lesser of (i) a number of shares equal to 5% of the aggregate number of shares of Class A common stock and Class B common stock outstanding on the final day of the immediately preceding Company fiscal year and (ii) such smaller number of shares as is determined by our board of directors.

The number of shares available for issuance under our ESPP increases automatically on the first day of each Company fiscal year beginning on February 1, 2022 and ending on and including February 1, 2031, in an amount equal to the lesser of (a) 1% of the aggregate number of shares of Class A common stock and Class B common stock outstanding on the final day of the immediately preceding Company fiscal year and (b) such smaller number of shares as determined by our board of directors.

Certain Relationships and Related Transactions, and Director Independence

Director Independence

Our board of directors makes all determinations with respect to director independence in accordance with NYSE listing rules and the rules and regulations promulgated by the SEC.

The actual determination of whether a director is independent is made by our board of directors on a case-by-case basis, by considering transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates.

Our board of directors has determined that, except for William Marshall, our Chief Executive Officer, and Robert Schingler, Jr., our Chief Strategy Officer, none of our current directors have a material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and each of these directors is independent.

In making its determination, our board of directors applied NYSE listing standards and SEC rules and regulations.

Transactions with Related Persons

Former Planet Series D Preferred Stock, 2020 Convertible Notes and Warrants

Prior to the consummation of our Business Combination, certain holders of more than 5% of Planet’s Class A common stock, held (i) an aggregate of 6,302,970 Former Planet’s Series D preferred stock at a purchase price of $14.37544 per share (taking into account Former Planet’s 1:5 stock split in 2019) (“Former Planet Series D preferred stock”), (ii) convertible promissory notes which accrued interest at a rate of 6% per annum (“Former Planet convertible promissory notes”), pursuant to a Convertible Note and Warrant Purchase Agreement, dated as of March 13, 2020 (the “Note and Warrant Agreement”) and (iii) warrants to purchase Former Planet Series D Preferred Stock pursuant to the Note and Warrant Agreement (“Former Planet warrants”).

The Former Planet warrants were exercised prior to the consummation of the Business Combination and the Former Planet Series D preferred stock and Former Planet convertible promissory notes converted into shares of our Class A common stock in connection with the consummation of the Business Combination.

The following table summarizes Former Planet Series D preferred stock, Former Planet convertible promissory notes and Former Planet warrants held by such related persons prior to consummation of the Business Combination.

Name of Stockholder Shares of Former Planet Series D Preferred Stock Total Purchase Price of Former Planet Series D Preferred Stock Aggregate Principal Amount of Former Planet Convertible Promissory Notes Amount of Former Planet Warrants

Google LLC 834,755 $11,999,970.42 $10,000,000.00 139,126

Draper Fisher Jurvetson Fund X, L.P.

and its affiliates 34,781 $2,499,960.91 $250,000.00 3,477

Agreements with Google

We are party to various agreements with Google LLC and its affiliated entities, which hold more than 5% of our outstanding capital stock.

On December 15, 2016, we entered into the Google Cloud Platform License Agreement with Google Inc., as amended February 13, 2020, May 27, 2020, and June 28, 2021, pursuant to which we purchase hosting and other services from Google Inc.

Under the Google Cloud Platform License Agreement, we have $193 million in aggregate purchase commitments from August 1, 2021 through January 31, 2028, the end of the contract term.

On April 14, 2017, we entered into the Content License Agreement with Google Inc., pursuant to which we license imagery content to Google and Google has agreed to fixed annual order commitments for each contract term.

For the fiscal year ended January 31, 2022, we recognized revenue of $8.6 million related to the Content License Agreement.

The Content License Agreement terminates on April 14, 2022, unless the Content License Agreement is either extended for up to two years if the minimum orders are not met by Google or the delivery obligations are not met by us, or it is renewed at Google’s discretion for an additional year, in each case in accordance with its terms.

Neither the Google Cloud Platform License Agreement nor the Content License Agreement can be terminated for convenience.

Registration Rights Agreement

On December 7, 2021, in connection with the consummation of the Business Combination, Planet, dMY Sponsor, dMY IV’s directors and officers, the Planet Founders, certain of our directors and officers and certain of our stockholders entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, we are required to register for resale securities held by the stockholders party thereto.

In certain circumstances, such certain stockholders can demand up to four underwritten offerings in any 12-month period, and such stockholders will be also be entitled to certain piggyback registration rights.

We will bear certain expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into upon the consummation of dMY IV’s initial public offering.

The Registration Rights Agreement will terminate on the earlier of (i) the five-year anniversary of the date of the Registration Rights Agreement or (ii) with respect to any applicable stockholder, on the date that such stockholder no longer holds any Registrable Securities (as defined in the Registration Rights Agreement).

On December 16, 2020, the dMY Sponsor purchased an aggregate of 7,187,500 shares of dMY IV’s Class B Common Stock in exchange for a capital contribution of $25,000, or approximately $0.003 per share.

On March 4, 2021, dMY IV effected a 1:1.2 stock split of dMY Class B Common Stock, resulting in an aggregate of 8,625,000 Founder Shares, of which 8,550,000 were held by the dMY Sponsor.

The dMY Sponsor purchased an aggregate of 5,933,333 private placement warrants in connection with dMY IV’s initial public offering, at a price of $1.50 per warrant, or $8,899,999 in the aggregate.

Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share.

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until the later of 30 days after the completion of the Business Combination and the date that is 12 months from the date of closing of dMY IV’s initial public offering.

dMY Sponsor also paid dMY IV for office space, secretarial and administrative services provided to members of dMY IV’s management team.

Prior to the Business Combination, a total of $240,000 was paid pursuant to this arrangement.

Indemnification Agreements

We have entered into indemnification agreements with each of our respective directors and executive officers.

The indemnification agreements and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by DGCL.

Subject to very limited exceptions, our Bylaws also require us to advance expenses incurred by its directors and officers.

Policies and Procedures for Related Person Transactions

Our board of directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “related person transaction” is a transaction, arrangement or relationship in which the post-combination company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

A “related person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or directors;

• any person who is known by us to be the beneficial owner of more than 5% of our voting stock;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our voting stock;

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.

We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

Specifically, pursuant to our audit committee charter, the audit committee has the responsibility to review related party transactions.

Principal Accounting Fees and Services

The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

Audit fees(1) $2,300,000 $3,359,845

Audit-related fees(2) 257,900 —

Tax fees(3) 871,987 357,800

All other fees(4) — —

Total fees $3,429,887 $3,717,645

(1) Consists of fees and expenses for services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements, related accounting consultations, and services provided in connection with regulatory filings.

(2) Consists of fees for services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit fees,” such as due diligence related to acquisitions.

(3) Consists of fees for professional services for domestic and international tax advisory services for tax planning, compliance, and advice.

(4) All other fees.

Pre-Approval Policies and Procedures

The audit committee has adopted a pre-approval policy that sets forth procedures and conditions pursuant to which audit and non-audit services to be performed by the independent auditor may be pre-approved.

The non-audit services described above and provided to us by Ernst & Young LLP prior to the closing of the Business Combination were provided under engagements entered into prior to our adoption of this pre-approval policy, were pre-approved by our audit committee and, following the closing of the Business Combination, in accordance with the policy.

Principal Accountant Fees and Services

Exhibits, Financial Statement Schedules

2 unchanged sentences

(a)(2) Financial statement schedules:

All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required.

All financial statement schedules for the Company have been included in the consolidated financial statements in Part II, Item 8 of this Form 10-K or the related footnotes, or are either inapplicable or not required.

Item 15(b) Exhibits:

35 unchanged sentences

10.12# Form of Restricted Stock Unit Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan

Amended and Restated 2011 Stock Incentive Plan ( incorporated by reference to Exhibit 10.12 of the Registra nt ’ s Annual Re port on For m 1 0-K, filed with the SEC on April 14, 2022)

10.13# Form of Global Restricted Stock Unit Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 3 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.14# Form of Stock Option Agreement under the Planet Labs Inc.

Amended and Restated 2011 Stock Incentive Plan

10.15*# Planet Labs PBC 2021 Incentive Award Plan

10.16*# Form of G l obal Stock Option Agreement under the Planet Labs PBC 2021 Incentive Award Plan

10.17*# Form of Globa l Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 4 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.15# Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 5 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.16# Form of Global Stock Option Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 6 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.17# Form of Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.

17 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.18*# Form of 2023 Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan

10.19# Planet Labs PBC 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8, filed with the SEC on February 15, 2022)

1 unchanged sentence

10.21# Employment Offer Letter, dated February 1, 2012, between William Marshall and Cosmogia Inc.

(incorporated by reference to Exhibit 10.

20 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.22*# Employment Offer Letter, dated December 19, 2011, between Robbie Schingler and Cosmogia Inc.

10.23# Employment Offer Letter, dated January 15, 2020, between Ashley Johnson and Planet Labs Inc.

(incorporated by reference to Exhibit 10.

2 1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.24# Employment Offer Letter, dated February 15, 2021, between Kevin Weil and Planet Labs Inc.

(incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022)

10.25^ Content License Agreement, dated April 14, 2017, by and between Planet Labs Inc.

38 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 14, 2022

March 30, 2023

PLANET LABS PBC

9 unchanged sentences

Chairperson of the Board

(Principal Executive Officer) April 14, 2022

(Principal Executive Officer) March 30, 2023

William Marshall

1 unchanged sentence

(Principal Financial Officer and

Principal Accounting Officer) April 14, 2022

Principal Accounting Officer) March 30, 2023

Ashley Johnson

/s/ Robert Schingler, Jr.

Director April 14, 2022

Director March 30, 2023

Robert Schingler, Jr.

/s/ Carl Bass Director April 14, 2022

/s/ Ita Brennan Director April 14, 2022

/s/ Niccolo de Masi Director April 14, 2022

/s/ Carl Bass Director March 30, 2023

/s/ Ita Brennan Director March 30, 2023

/s/ Niccolo de Masi Director March 30, 2023

Niccolo de Masi

/s/ Vijaya Gadde Director April 14, 2022

Heidi Roizen Director April 14, 2022

/s/ Vijaya Gadde Director March 30, 2023

Heidi Roizen Director March 30, 2023

/s/ Kristen Robinson Director March 30, 2023

Kristen Robinson

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures