General John W. Raymond
About General John W. Raymond
General (Ret.) John W. “Jay” Raymond, age 63, has served as an independent director of Planet Labs PBC since March 2025. He is Senior Managing Director at Cerberus Capital Management (since May 2022) and previously served as the first Chief of Space Operations for the United States Space Force from December 2019 to December 2022, retiring from military service in January 2023. He holds an MA in National Security and Strategic Studies (Naval War College), an MS in Administrative Management (Central Michigan University), and a BA in Administrative Management (Clemson University). His tenure on Planet’s board began in March 2025, bringing deep space operations and defense sector experience to Planet’s governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Space Force | Chief of Space Operations (first Guardian) | Dec 2019 – Dec 2022 | Led establishment and operations of Space Force |
| U.S. Military (various commands) | Command, joint and service staff roles in nuclear, space, cyber and air operations | Not disclosed | Operational leadership across multiple domains |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cerberus Capital Management, L.P. | Senior Managing Director | Since May 2022 | Private investment firm role (not a public company board) |
Board Governance
- Independence: Planet’s board is ~78% independent; all standing committees are composed solely of independent members; Raymond is an independent director .
- Committee assignments: Will serve on the Nominating and Corporate Governance Committee following the July 10, 2025 Annual Meeting (Chair remains Vijaya Gadde) .
- Lead Independent Director: Carl Bass; independent directors meet in executive session at each board meeting led by the LID .
- Attendance: FY2025 had four board meetings; all directors attended at least 75% of meetings of the board and committees on which they served .
- Years of service: Joined Planet’s board March 2025 .
Fixed Compensation
| Element | Amount | Vesting/Payment Terms | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Paid quarterly in arrears, prorated | Reduced from $150,000 effective July 11, 2024 |
| Lead Independent Director fee | $25,000 | Annual | Not applicable to Raymond |
| Audit Committee Chair fee | $20,000 | Annual | Not applicable |
| Compensation Committee Chair fee | $12,000 | Annual | Not applicable |
| Nominating & Governance Chair fee | $8,000 | Annual | Not applicable |
| Reimbursement | Reasonable travel expenses | As incurred |
Compensation structure changes (signals):
- Board reduced cash retainer and equity award values on May 31, 2024, effective July 11, 2024: Board retainer cut to $75,000, initial RSU to $175,000, annual RSU to $175,000—indicative of cost discipline and alignment with shareholder expectations .
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (upon appointment/election) | $175,000 (prorated to service period) | Vests fully on earlier of 1-year from grant or next annual meeting | Vests in full upon CIC if director serves until immediately prior to CIC |
| Annual RSU (at each annual meeting) | $175,000 | Vests fully on earlier of 1-year from grant or next annual meeting | Vests in full upon CIC if director serves until immediately prior to CIC |
| Cash retainer to RSU election | Up to 100% of cash retainer | Vests in four equal installments on Sep 15, Dec 15, Mar 15, Jun 15 | Standard RSU vest; CIC terms per plan |
Note: Planet does not use performance-linked equity for directors; director equity awards are time-vested RSUs (no PSU metrics). The company prohibits hedging and pledging by directors .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| Cerberus Capital Management | Private | Senior Managing Director | No related-party transactions involving directors/executives in FY2025 disclosed |
No public company directorships for Raymond are disclosed in the proxy .
Expertise & Qualifications
- Space operations leadership; first Chief of Space Operations, USSF .
- Senior investment management experience at Cerberus .
- Education: MA (Naval War College), MS (Central Michigan), BA (Clemson) .
- Board qualification rationale: distinguished military command experience and technology organization experience .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notable Details |
|---|---|---|---|
| John W. Raymond | 11,140 | <1% | Shares issuable upon vesting of RSUs within 60 days of May 14, 2025 |
Ownership alignment and policies:
- Stock ownership guidelines: non-employee directors expected to reach at least 3x annual cash retainer within five years .
- Anti-hedging and anti-pledging policy enforced for directors .
Governance Assessment
- Board effectiveness: Strong independence (78%) and fully independent committees; presence of a Lead Independent Director and regular executive sessions bolster oversight quality .
- Committee fit: Raymond’s appointment to Nominating & Governance aligns with his leadership and organizational experience; supports board composition, succession, and governance processes .
- Attendance & engagement: Board met four times in FY2025 with ≥75% attendance across directors, indicating adequate engagement; Raymond’s tenure began March 2025 .
- Compensation alignment: Director pay mix emphasizes equity and moderated cash retainer after 2024 policy changes, enhancing long-term alignment and cost discipline .
- Conflicts/related-party exposure: Planet disclosed no related party transactions involving directors or executive officers in FY2025 (including any involving Cerberus), reducing conflict risk . Related person transactions are reviewed and approved by the Audit Committee per policy .
- Structural considerations: As a Delaware Public Benefit Corporation with a dual class share structure, founders maintain control to protect mission; while mission-aligned, dual class can dilute investor influence over governance—mitigated by strong independent board and committee structures .
- Shareholder signals: Prior say-on-pay support was ~97% in 2024, suggesting positive investor sentiment toward compensation governance broadly .
RED FLAGS
- None disclosed specific to Raymond (no related-party transactions; compliance with anti-hedging/pledging policies) .
- Structural risk: Dual-class control (founders hold Class B) can limit shareholder influence, a general governance consideration rather than Raymond-specific .
Overall: Raymond’s defense and space operations expertise, independence, and committee assignment to Nominating & Governance support Planet’s board oversight. Absence of related-party transactions and disciplined director pay structure bolster investor confidence, with structural dual-class considerations noted .