Planet Labs PBCPL
Planet Labs PBC Stock Compensation Disclosure
Stock-based Compensation
Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan
Prior to the Business Combination, the Company issued equity awards under the Planet Labs Inc. Amended and Restated 2011 Stock Incentive Plan (the “Legacy Incentive Plan”). The Legacy Incentive Plan provided for the granting of stock options and restricted stock units (“RSUs”) to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities. Options granted under the Legacy Incentive Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to employees of the Company or any of its parent or subsidiaries, including officers and directors who are also such employees. NSOs may be granted to employees and consultants of the Company or any of its parent, subsidiaries or affiliate entities. Options under the Legacy Incentive Plan have a contractual life for periods of up to ten years (or five years if an incentive stock option is granted to a person who on grant date owns Company stock representing more than 10% of the voting power of all classes of stock of the Company or any of its parent or subsidiaries). Options granted generally vest over four years. The Legacy Incentive Plan was terminated in connection with the completion of the Business Combination. No further awards will be granted under the Legacy Incentive Plan.
Planet Labs PBC 2021 Incentive Award Plan
In connection with the Business Combination, the Company adopted the Planet Labs PBC 2021 Incentive Award Plan (the “Incentive Plan”). Awards may be granted under the Incentive Plan to employees and consultants of the Company or any of its parent or subsidiaries and members of the Company’s board of directors; however, ISOs may only be granted to employees of the Company or any of its parent or subsidiaries. The Incentive Plan allows for the
grant of awards in the form of: (i) ISOs; (ii) NSOs; (iii) stock appreciation rights (“SARs”); (iv) restricted stock; (v) RSUs; (vi) dividend equivalents; and (vii) other stock or cash-based awards.
The aggregate number of shares of Class A common stock reserved for issuance under the Incentive Plan is the sum of (i) 32,412,802 shares, (ii) any shares that were subject to awards outstanding under the Legacy Incentive Plan as of the effective date of the Incentive Plan and which, following the effectiveness of the Incentive Plan, became or become (as applicable) unused and reacquired in connection with the award expiring, lapsing, terminating, or, being paid out in cash, surrendered, repurchased, cancelled, forfeited, or applied toward the payment of the exercise price or tax withholding obligations under the award, and (iii) an annual increase on the first day of each fiscal year commencing with February 1, 2022 and ending on and including February 1, 2031, of a number of shares equal to 5% of the aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately preceding fiscal year (or such lesser number of shares as is determined by the board of directors). The maximum number of shares of Class A common stock that may be issued pursuant to ISOs granted under the Incentive Plan is 56,963,788 shares.
Stock-Based Compensation
The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows:
Year Ended January 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Cost of revenue | $ | 4,028 | $ | 3,909 | $ | 5,119 | |||||||||||
| Research and development | 18,403 | 25,889 | 33,354 | ||||||||||||||
| Sales and marketing | 8,736 | 10,220 | 13,729 | ||||||||||||||
| General and administrative | 19,657 | 19,458 | 24,671 | ||||||||||||||
| Total expense | 50,824 | 59,476 | 76,873 | ||||||||||||||
| Capitalized to internal-use software development costs and property and equipment | (2,339) | (2,344) | (1,329) | ||||||||||||||
| Total stock-based compensation expense | $ | 48,485 | $ | 57,132 | $ | 75,544 | |||||||||||
Stock Options
A summary of stock option activity is as follows:
| Options Outstanding | |||||||||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Term (Years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
Balances at January 31, 2022 | 41,907,551 | $ | 4.63 | 6.7 | |||||||||||||||||||
| Exercised | (6,449,365) | 2.28 | |||||||||||||||||||||
| Forfeited | (1,736,412) | 4.75 | |||||||||||||||||||||
Balances at January 31, 2023 | 33,721,774 | 5.08 | 6.3 | ||||||||||||||||||||
| Exercised | (3,133,394) | 2.36 | |||||||||||||||||||||
| Forfeited | (3,631,427) | 5.48 | |||||||||||||||||||||
Balances at January 31, 2024 | 26,956,953 | 5.34 | 5.7 | ||||||||||||||||||||
| Exercised | (1,956,382) | 2.95 | |||||||||||||||||||||
| Forfeited | (1,845,481) | 5.99 | |||||||||||||||||||||
Balances at January 31, 2025 | 23,155,090 | $ | 5.49 | 4.9 | $ | 37,916 | |||||||||||||||||
Vested and exercisable at January 31, 2025 | 22,097,944 | $ | 5.29 | 4.8 | $ | 37,902 | |||||||||||||||||
The intrinsic value of options exercised during the fiscal years ended January 31, 2025, 2024 and 2023 was $2.7 million, $4.1 million and $20.7 million, respectively.
A summary of options outstanding and exercisable by price at January 31, 2025 are as follows:
| Options Outstanding | Options Exercisable | ||||||||||||||||||||||
| Weighted Average Exercise Price | Number of Options | Weighted Average Remaining Contractual Life (in Years) | Number of Options | Weighted Average Remaining Contractual Life (in Years) | |||||||||||||||||||
| $1.81 | 418,680 | 0.2 | 418,680 | 0.2 | |||||||||||||||||||
| $2.03 | 547,350 | 0.7 | 547,350 | 0.7 | |||||||||||||||||||
| $2.33 | 961,812 | 1.3 | 961,812 | 1.3 | |||||||||||||||||||
| $3.42 | 91,573 | 2.0 | 91,573 | 2.0 | |||||||||||||||||||
| $3.69 | 1,152,921 | 2.4 | 1,152,921 | 2.4 | |||||||||||||||||||
| $3.82 | 402,618 | 1.8 | 402,618 | 1.8 | |||||||||||||||||||
| $3.92 | 4,128,918 | 4.4 | 4,128,918 | 4.4 | |||||||||||||||||||
| $4.04 | 8,045,398 | 5.2 | 8,045,398 | 5.2 | |||||||||||||||||||
| $5.25 | 882,386 | 6.1 | 866,199 | 6.1 | |||||||||||||||||||
| $9.75 | 6,523,434 | 6.4 | 5,482,475 | 6.4 | |||||||||||||||||||
| 23,155,090 | 22,097,944 | ||||||||||||||||||||||
As of January 31, 2025, total unrecognized compensation cost related to stock options was $4.6 million. These costs are expected to be recognized over a weighted average remaining period of approximately 1.0 year.
Restricted Stock Units
A summary of RSU activity is as follows:
Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Balances at January 31, 2022 | 5,439,736 | $ | 9.42 | ||||||||
| Vested | (3,267,382) | 7.08 | |||||||||
| Granted | 16,242,372 | 4.96 | |||||||||
| Forfeited | (1,442,125) | 5.97 | |||||||||
Balances at January 31, 2023 | 16,972,601 | $ | 5.90 | ||||||||
| Vested | (8,238,335) | 5.33 | |||||||||
| Granted | 22,941,871 | 3.79 | |||||||||
| Forfeited | (4,957,371) | 4.91 | |||||||||
Balances at January 31, 2024 | 26,718,766 | $ | 4.45 | ||||||||
| Vested | (12,841,811) | 3.92 | |||||||||
| Granted | 27,021,313 | 2.37 | |||||||||
| Forfeited | (8,289,041) | 3.66 | |||||||||
Balances at January 31, 2025 | 32,609,227 | $ | 3.14 | ||||||||
RSUs generally vest over four years, subject to the recipient’s continued service through each applicable vesting date.
Stock-based compensation expense recognized for RSUs during the fiscal years ended January 31, 2025, 2024 and 2023 was $40.8 million, $39.2 million and $33.7 million, respectively.
As of January 31, 2025, total unrecognized compensation cost related to RSUs was $88.4 million. These costs are expected to be recognized over a weighted average remaining period of approximately 2.6 years.
Performance Vesting Restricted Stock Units
During the fiscal year ended January 31, 2025, the Company granted 348,222 performance vesting restricted stock units (“PSUs”) to certain members of the Company’s senior management. A portion of the PSUs are subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the first half of the fiscal year ended January 31, 2025 and the remaining portion is subject to vesting requirements related to the achievement of certain revenue and adjusted EBITDA targets for the entire fiscal year ended January 31, 2025. Vesting is also subject to continued service through the applicable vesting dates, and the actual number of PSUs that may vest ranges from 0% to 125% of the PSUs granted based on achievement of the targets.
Stock-based compensation expense recognized for PSUs during the fiscal years ended January 31, 2025 and 2024 was $1.0 million and $0.9 million, respectively. As of January 31, 2025, total unrecognized compensation cost related to PSUs was $0.1 million, which is expected to be recognized over a period of approximately 0.2 years.
Employee Stock Purchase Program
Beginning in April 2024, the Company's eligible employees were able to begin participating in the Company's Employee Stock Purchase Program (“ESPP”). The ESPP allows eligible participants to contribute up to 10% of their eligible compensation towards the purchase of Class A common stock at a discounted price, subject to certain limitations. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of Class A common stock on the first and last trading days of each offering period. The offerings under the ESPP are currently designed to be intended to qualify under Section 423 of the Internal Revenue Code. The Company estimates the fair value of each purchase right under the ESPP on the date of grant using the Black-Scholes valuation model and uses the straight-line attribution approach to record the expense over the six-month offering period.
Stock-based compensation expense recognized related to ESPP during the fiscal year ended January 31, 2025 was $0.7 million. As of January 31, 2025, total unrecognized compensation cost related to ESPP was $0.2 million. These costs are expected to be recognized over a period of approximately 0.2 years.
Early Exercises of Stock Options
The Legacy Incentive Plan provided for the early exercise of stock options for certain individuals as determined by the Company’s board of directors. Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase within ninety days of an individual’s termination for any reason, any unvested shares of such individual for a repurchase price equal to the lesser of the then-current fair market value of a share and the amount previously paid by the individual for such unvested shares. During the fiscal year ended January 31, 2022, the Company issued 1,838,207 shares of Class A common stock upon the early exercise of unvested stock options. As of January 31, 2025, the Company had a $5.4 million liability recorded for the early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 551,460.
Earn-out Shares
Pursuant to the Merger Agreement, Former Planet equity award holders will have the right to receive up to 5,540,990 shares that are contingently issuable in shares of Class A common stock. The Earn-out Shares may be earned in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Earn-out Shares that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration. The Earn-out Shares allocated to Former Planet equity award holders are accounted for as stock-based compensation pursuant to ASC 718, Compensation—Stock Compensation because service must be provided through each contingent vesting condition described above.
The fair value of the Earn-out Shares allocated to Former Planet equity award holders of $45.3 million was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied.
Compensation expense for awards with market conditions is recognized over the requisite service period and is not reversed if the market condition is not met. The requite service period for each of the four vesting tranches for the Earn-out Shares was derived from the median time to vest for each tranche utilizing the same simulation model that produced the fair value estimate.
During the fiscal years ended January 31, 2025, 2024 and 2023, there were 686,257, 704,407 and 1,228,138 Earn-out Shares that were forfeited, respectively. No Earn-out shares vested during the fiscal years ended January 31, 2025, 2024 and 2023. As of January 31, 2025 and 2024, there were 2,922,188 and 3,608,445 Earn-out Shares outstanding relating to Former Planet equity award holders, respectively.
During the fiscal years ended January 31, 2024 and 2023, the Company recognized $4.2 million and $24.5 million of stock-based compensation expense related to the Earn-out Shares, respectively. As of January 31, 2024, there was no remaining unrecognized compensation cost related to the Earn-out Shares.
Other Stock-based Compensation
In connection with the acquisition of VanderSat B.V. (“VanderSat”) on December 13, 2021, the Company issued 543,391 shares of Class A common stock to an employee and former owner of VanderSat which are accounted for as stock-based compensation because the shares were subject to forfeiture based on post-acquisition time-based service vesting. The shares vested in quarterly increments over two years commencing on December 13, 2021. The fair value was determined to be $9.47 per share based on the quoted closing price of the Company’s Class A common stock on the date of the acquisition. During the fiscal years ended January 31, 2024 and 2023, the Company recognized $2.2 million and $2.6 million of stock-based compensation expense related to these shares, respectively.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 26, 2025 | Showing above |
| 2024 | Mar 29, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.