Gary B. Smith

About Gary B. Smith

Gary B. Smith (age 64) is nominated as a Class I director for election at Planet Labs PBC’s 2025 Annual Meeting; if elected, his term would run until the 2028 annual meeting. He is President, Chief Executive Officer, and director of Ciena Corporation (NYSE: CIEN), roles he has held since 2001 (CEO) and since 2000 (President and Director), and previously served as COO and SVP, Worldwide Sales at Ciena and VP of Sales & Marketing at INTELSAT S.A.; he holds an MBA from Ashridge Management College . The board states Mr. Smith is standing for election for the first time, was recommended by an independent search firm, and there are no arrangements or understandings regarding his selection as a nominee . Planet’s board has determined that all director nominees other than the CEO and CSO are independent, which includes Mr. Smith if elected .

Past Roles

External Roles

Board Governance

• Board structure and leadership: CEO William Marshall chairs the board; Carl Bass serves as Lead Independent Director and presides over executive sessions .
• Independence: The board determined all current directors, former directors in FY2025, and director nominees—except the CEO and CSO—are independent under NYSE and SEC standards; this includes Mr. Smith if elected .
• Committee assignments (post-Annual Meeting): Audit Committee membership will include Gary B. Smith and Kristen Robinson; Audit met six times in FY2025 and the chair (Ita Brennan) is the audit committee financial expert .
• Other committees: Compensation Committee (met six times) chaired by Kristen Robinson; Nominating & Corporate Governance Committee (met four times) chaired by Vijaya Gadde, with membership shifting from Carl Bass to Gen. John W. Raymond after the Annual Meeting .
• Attendance: The board held four meetings in FY2025; all directors met at least 75% attendance thresholds. Mr. Smith was not yet a director in FY2025; attendance will apply prospectively if elected .

Committee Assignments and Attendance Snapshot

Fixed Compensation

Planet’s Outside Director Compensation Policy was amended May 31, 2024 (effective July 11, 2024), reducing cash and equity benchmarks. Key cash elements:

Policy changes: Annual cash retainer cut from $150,000 to $75,000; initial and annual equity award values reduced from $200,000 to $175,000 .

Performance Compensation

Outside directors receive time-based RSUs; no performance-contingent equity or bonus metrics are used for director compensation.

Performance metrics for NEO pay-for-performance (for context): GAAP Revenue and Adjusted EBITDA; no additional financial measures are used beyond these for NEOs .

Other Directorships & Interlocks

• Independence and conflicts: The board’s independence determination found no material relationships for director nominees and non-employee directors; related-party transactions are reviewed under a formal policy by the Audit Committee .
• Related-party exposure: Planet discloses commercial agreements with Google (a >5% holder) including cloud purchase commitments and a content license; no links to Mr. Smith are indicated .

Expertise & Qualifications

• Public-company CEO with deep operational and sales background in telecom networking; prior satellite communications experience .
• Prior public board service at Commvault .
• MBA from Ashridge Management College .
• Expected to contribute to audit oversight as a member post-Annual Meeting, complementing financial expertise already designated to the Audit Committee chair .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must attain ownership equal to at least 3× their annual cash retainer (excluding committee/chair retainers) within five years of becoming subject to the guidelines; options and PSUs do not count .
• Hedging and pledging: Prohibited under Insider Trading Compliance Policy; short sales, margin purchases, pledging, and hedging instruments are explicitly prohibited .

Governance Assessment

• Independence and committee fit: Mr. Smith would be an independent director per board determination and is slated to join the Audit Committee post-Annual Meeting, strengthening oversight in financial reporting and risk management .
• Alignment and incentives: Director compensation emphasizes modest cash retainer and time-based RSUs; policy reductions in 2024 lowered guaranteed pay and equity values, and stock ownership guidelines require meaningful share accumulation (3× retainer), supporting long-term alignment .
• Attendance and engagement: Planet reports robust board and committee activity in FY2025 (board 4 meetings; audit 6; compensation 6; nom/gov 4) and at least 75% attendance among sitting directors; Mr. Smith’s attendance will be evaluated prospectively if elected .
• Conflicts and related-party risk: No Planet-related party transactions are disclosed involving Mr. Smith; Planet maintains a formal related person transaction policy with Audit Committee oversight .
• RED FLAGS to monitor:
  • Low current ownership: No beneficial ownership reported for Mr. Smith at the record date; monitor progress toward ownership guideline compliance over five years .
  • Change-in-control vesting: RSUs vesting in full upon a change in control for outside directors is disclosed; while common, investors may monitor potential effects on objectivity in sale scenarios .
  • Time commitments: As a sitting public-company CEO and director (Ciena), monitor capacity and engagement at Planet (fact of concurrent role; assessment to be based on observable attendance and committee work) .