Carl Bass
About Carl Bass
Carl Bass (age 68) is an independent director of Planet Labs PBC and the board’s Lead Independent Director. He has served on Planet’s board since 2016 and continued as a director following the December 2021 business combination; he presides over executive sessions of independent directors. He is the former President and CEO of Autodesk and holds a BA in mathematics from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | President & Chief Executive Officer | May 2006 – Feb 2017 | Led strategic and operational transformation; also interim CFO Aug–Nov 2014; Autodesk director Jan 2006 – Jun 2018 |
| Zendesk, Inc. | Lead Independent Director | Feb 2016 – Jul 2022 | Lead director responsibilities and governance oversight |
| Box, Inc. | Director | May 2020 – Mar 2022 | Public company board experience in cloud software |
| HP, Inc. | Director | Nov 2015 – Sep 2017 | Large-cap public company board experience |
| E2open, Inc. | Director | Jul 2011 – Mar 2015 (acquired) | Supply chain software board experience |
| Ithaca Software; Buzzsaw.com | Co-founder | n/a | Both companies were acquired by Autodesk |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ouster, Inc. | Director | Mar 2021 – Jun 2021 | Public lidar/software company |
| Agile Growth Corp. (SPAC) | Director | Feb 2021 – Feb 2022 | SPAC governance |
| VELO3D, Inc. | Director | n/a | Public advanced manufacturing company |
| Arris Composites; Built Robotics; Bright Machines; Formlabs | Director/Advisor | n/a | Private technology companies |
| California College of the Arts | Board of Trustees | n/a | Non-profit governance |
| Cornell CIS; UC Berkeley School of Information; UC Berkeley College of Engineering | Advisory Boards | n/a | Academic advisory roles |
Board Governance
- Roles: Lead Independent Director; presides over independent director executive sessions .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Vijaya Gadde). Following the 2025 Annual Meeting, Gen. John W. Raymond will join the committee and Carl Bass will no longer serve on it .
- Independence: Board determined all directors other than the two founder-executives are independent under NYSE and SEC rules; all standing committees comprise solely independent directors .
- Attendance: In FY2025, the board met 4 times; all directors attended at least 75% of board and applicable committee meetings. The Nominating & Corporate Governance Committee met 4 times in FY2025 .
- Structure and oversight: Combined CEO/Chair with separate Lead Independent Director; audit committee oversees risk; independent directors meet in executive session .
- PBC and dual-class context: As a Delaware public benefit corporation with a dual-class structure, governance aims to balance stakeholders and mission; dual-class intended to protect mission focus .
Fixed Compensation (Director)
| Fiscal Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | 67,945 | 183,423 | 251,368 |
Policy reference (for context): Outside Director Compensation Policy (amended effective July 11, 2024) provides annual cash retainer of $75,000; Lead Independent Director retainer $25,000; committee chair retainers: Audit $20,000, Compensation $12,000, Nominating & Governance $8,000 . Equity grants: $175,000 initial RSU (prorated) and $175,000 annual RSU, service-vesting to the next annual meeting or one year; directors may elect to take cash retainer in RSUs vesting quarterly .
Performance Compensation (Director)
- Director equity awards are time-based RSUs; no performance-based metrics are used for non-employee director compensation under the Outside Director Compensation Policy . | Performance Metric | Weight | Disclosure | |---|---:|---| | None for directors | n/a | Director RSUs are service-vesting; no PSU framework for directors |
Other Directorships & Interlocks
- Other public company directorships: Prior roles at Zendesk, Box, HP, E2open, Ouster, VELO3D as detailed above .
- Interlocks: The company discloses no compensation committee interlocks; no member of the compensation committee was an officer/employee, and no executive officer served on another entity’s committee where a PL director was an executive .
- Related-party transactions: Company reports no related-party transactions with any directors or executive officers in FY2025 .
Expertise & Qualifications
- Technology operator and governance expert: Former Autodesk CEO and interim CFO; extensive public company board experience in enterprise software and hardware .
- Education: BA in mathematics, Cornell University .
- Governance leadership: Lead Independent Director at Planet; prior lead independent at Zendesk; experience overseeing compensation, audit, and strategy at multiple boards .
Equity Ownership
| Item | Amount |
|---|---|
| Class A shares owned outright | 191,479 |
| Options exercisable within 60 days | 529,931 |
| RSUs vesting within 60 days | 93,583 |
| Total beneficial Class A equivalent | 814,993 (per proxy ownership table) |
Stock ownership alignment:
- Ownership guidelines: Non-employee directors expected to hold ≥3x annual cash retainer within 5 years; applies to Bass .
- Hedging/pledging: Insider Trading Compliance Policy prohibits hedging and pledging transactions; covers directors .
Insider trading (recent signal):
- On Oct 6, 2025, Carl Bass exercised 376,748 options at $2.33 and sold 376,748 Class A shares at ~$15.55–$15.85; post-transaction direct holdings reported at 317,530 shares. Sources: OpenInsider and SEC Form 4 filings .
Governance Assessment
- Strengths: Independent lead director role; all independent committees; strong attendance; stock ownership guidelines; clear anti-hedging/anti-pledging policy; no FY2025 related-party transactions involving directors; non-employee director retainer reduced in 2024 (cost discipline), indicating sensitivity to alignment .
- Potential watch items: Dual-class structure and concentrated founder voting control persist as standard governance risk; Bass stepping off the Nominating & Governance Committee after the 2025 meeting modestly reduces his direct committee influence, though he remains Lead Independent Director .
- Shareholder feedback context: Say-on-pay support was ~97% in 2024, indicating broad investor support for compensation programs and, by extension, board oversight credibility .
Notes
- Board/committee data, compensation, independence, and ownership are as of and for the fiscal year ended January 31, 2025, per the 2025 definitive proxy statement. All facts above are drawn from Planet Labs PBC’s 2025 DEF 14A and cited accordingly .