Planet Labs PBC 10-K

Item 9A. Controls and Procedures 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 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 January 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information that we are required to disclose 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 that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management's Report on Internal Control Over Financial Reporting 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). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Our management, under the supervision of our principal executive officer and our principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2024 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 this evaluation, management has concluded that our internal control over financial reporting was effective as of January 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. 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 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. 129 Item 9B. Other Information (a) Adoption of Executive Incentive Umbrella Plan On March 27, 2024, our board of directors approved the Company’s Executive Incentive Compensation Plan (the “Umbrella Plan”). The Umbrella Plan allows the Company to provide incentive awards to employees selected by the administrator of the Umbrella Plan, including the Company’s named executive officers. Pursuant to the Umbrella Plan, its administrator in its sole discretion may establish a target award for each participant and a bonus pool, with any actual awards to be paid from such bonus pool. The Umbrella Plan administrator also may establish any performance goals that will apply to any awards under the Umbrella Plan. Any such performance goals may include, but are not limited to, the goals listed in the Umbrella Plan. The performance goals may differ from participant to participant and from award to award. The Umbrella Plan will be administered by our board of directors or a committee appointed by our board of directors. Unless and until determined otherwise by our board of directors, the compensation committee of the board of directors will administer the Umbrella Plan. The administrator of the Umbrella Plan may delegate its authority and powers under the Umbrella Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time. The board of directors may administer the Umbrella Plan concurrently with any committee designated to administer the Umbrella Plan and may revoke the delegation of some or all authority previously delegated. The administrator of the Umbrella Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant. The administrator of the Umbrella Plan, at any time before payment of an actual award, may add, remove or modify any applicable performance goals. Actual awards generally will be paid in cash in a single lump sum, provided that the Umbrella Plan administrator has discretion to settle an actual award with the grant of an equity award pursuant to the Company’s applicable equity plan as may be in effect from time to time. To earn an actual award, a participant must be employed with the Company (or its subsidiaries or other affiliates, as applicable) through the date the actual award is paid unless otherwise determined by the Umbrella Plan administrator. Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Umbrella Plan administrator. The administrator of the Umbrella Plan has the authority to modify, amend, suspend, or terminate the Umbrella Plan, or any part of the Umbrella Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent. The Umbrella Plan will remain in effect until terminated in accordance with its terms. The foregoing summary of the Umbrella Plan is qualified in its entirety by reference to the full text of the Umbrella Plan which is attached as Exhibit 10.8 to this Form 10-K and is incorporated herein by reference. Adoption of Amended and Restated Bylaws On March 27, 2024, our board of directors approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), which became effective upon such approval and adoption. The Amended Bylaws incorporate certain amendments to align the Amended Bylaws with changes to the Delaware General Corporation Law and the laws of the state of Delaware, including: • provisions relating to delivery of notices and communications regarding adjourned stockholder meetings, and the availability of stockholder lists for stockholder meetings; and • requirements for action by written consent of the board of directors. The Amended Bylaws also incorporate certain other amendments, including: • updating procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at the Company’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; 130 • changing certain provisions relating to stockholder nominations of directors to address the universal proxy rules adopted by the Securities and Exchange Commission; and • making certain other clarifying, conforming and ministerial changes. The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended Bylaws, which is attached as Exhibit 3.2 to this Form 10-K and is incorporated herein by reference. (b) Securities Trading Plans of Directors and Executive Officers During the three months ended January 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2024. Item 11. Executive Compensation The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2024. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2024. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of January 31, 2024. 131 Part IV Item 15. Exhibits, Financial Statement Schedules (a)(1) All financial statements: The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of this Form 10-K. (a)(2) Financial statement schedules: 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: The exhibits listed below are filed as part of, or incorporated by reference into, this report and are on file with us. Exhibit Description 2.1† Agreement and Plan of Merger, dated as of July 7, 2021, by and among the dMY Technology Group, Inc. IV, Photon Merger Sub, Inc., Photon Merger Sub Two, LLC, and Planet Labs Inc. (incorporated by reference to Annex A to the Registrant’s proxy statement/prospectus dated November 5, 2021) 3.1 Certificate of Incorporation of Planet Labs PBC (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021) 3.2* Amended a nd Restated Bylaws of Planet Labs PBC 4.1 Warrant Agreement, dated March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 9, 2021) 4.2* Description of Registered Securities 10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021) 10.2 Amended and Restated Registration Rights Agreement, dated December 7, 2021 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021) 10.3 Form of Lock-Up Agreement, by and among dMY Technology Group, Inc. IV, dMY Sponsor IV, LLC and the directors and executive officers of dMY Sponsor IV, LLC (incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021) 10.4 Form of Lock-Up Agreement, by and among dMY Technology Group, Inc. IV, William Marshall and Robert Schingler Jr. (incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021) 10.5 Form of Lock-Up Agreement, by and among dMY Technology Group, Inc. IV, certain directors and executive officers of Planet Labs Inc. set forth therein and certain stockholders of Planet Labs Inc. (incorporated by reference to Annex H to the Registrant’s proxy statement/prospectus dated November 5, 2021) 132 10.6 Form of Initial Subscription Agreement, by and between dMY Technology Group, Inc. IV and the undersigned subscriber party thereto (incorporated by reference to Annex F-1 to the Registrant’s proxy statement/prospectus dated November 5, 2021) 10.7 Form of Additional Subscription Agreement, by and between dMY Technology Group, Inc. IV and the undersigned subscriber party thereto (incorporated by reference to Annex F-2 to the Registrant’s proxy statement/prospectus dated November 5, 2021) 10.8*# Planet Labs PBC Execu tive Incentive Compensation Plan 10.9# Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021) 10.10# Form of Restricted Stock Unit Agreement under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022) 10.11# Form of Global Restricted Stock Unit Agreement under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022) 10.12# Form of Stock Option Agreement under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022) 10.13# Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022) 10.14# Form of Global Stock Option Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022) 10.15# 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) 10.16# Form of 2023 Global Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.18 of the Registrant ’ s Annual Report on Form 10-K , filed with the SEC on March 30, 2023) 10.17# Form of Performance-Vesting Restricted Stock Unit Agreement under the Planet Labs PBC 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report of Form 8-K, filed with the SEC on April 25, 2023) 10.18# 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) 10.19# Planet Labs PBC Outside Director Compensation Policy (incorporated by reference to Exhibit 10.21 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 13, 2021) 10.20# 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) 10.21# Employment Offer Letter, dated December 19, 2011, between Robbie Schingler and Cosmogia Inc. (incorporated by reference to Exhibit 10. 22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023) 133 10.22# Employment Offer Letter, dated January 15, 2020, between Ashley Johnson and Planet Labs Inc. (incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 14, 2022) 10.23# 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) 10.24# Planet Labs PBC Executive Severance Plan and Participation Notice (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on December 8, 2023) 10.25^ Content License Agreement, dated April 14, 2017, by and between Planet Labs Inc. and Google LLC (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-4 (File No. 333-258431)) 10.26^ Google Cloud Platform License Agreement, dated December 15, 2016, by and between Planet Labs Inc. and Google Inc. (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-4 (File No. 333-258431)) 10.27^ Google Cloud Platform Addendum, dated February 13, 2020, by and between Planet Labs Inc. and Google Inc. (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-4 (File No. 333-258431)) 10.28^ Amendment No. 1 to Google Platform Addendum, dated May 27, 2020, by and between Planet Labs Inc. and Google Inc. (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-4 (File No. 333-258431)) 10.29^ Amendment No. 2 to Google Platform Addendum, dated June 28, 2021, by and between Planet Labs Inc. and Google Inc. (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-4 (File No. 333-258431)) 10.30^ Amendment No. 3 to Google Platform Addendum, dated October 6, 2021, by and between Planet Labs Inc. and Google Inc. (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-4 (File No. 333-258431)) 21.1* List of Subsidiaries 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1*+ Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Planet Labs PBC P olicy For Recovery of Erroneously Awarded Compensation 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 134 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL) † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. ^ Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information. # Indicates a management contract or compensatory plan. * Filed herewith. + The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. Item 16. Form 10-K Summary None. 135 SIGNATURES 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. Date: March 28, 2024 PLANET LABS PBC By: /s/ William Marshall William Marshall Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Marshall and Ashley Johnson, as his or her attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. 136 Signature Title Date /s/ William Marshall Chief Executive Officer and Chairperson of the Board (Principal Executive Officer) March 28, 2024 William Marshall /s/ Ashley Johnson Chief Financial and Operating Officer (Principal Financial Officer and Principal Accounting Officer) March 28, 2024 Ashley Johnson /s/ Robert Schingler, Jr. Director March 28, 2024 Robert Schingler, Jr. /s/ Carl Bass Director March 28, 2024 Carl Bass /s/ Ita Brennan Director March 28, 2024 Ita Brennan /s/ Niccolo de Masi Director March 28, 2024 Niccolo de Masi /s/ Vijaya Gadde Director March 28, 2024 Vijaya Gadde /s/ J. Heidi Roizen Director March 28, 2024 J. Heidi Roizen /s/ Kristen Robinson Director March 28, 2024 Kristen Robinson 137