Ita Brennan
About Ita Brennan
Independent director (Class III) at Planet Labs PBC since June 2021 and continued post-SPAC in December 2021; age 58. Brennan is a fellow of the Institute of Chartered Accountants, began her career at Deloitte & Touche (Ireland and U.S.), and is designated by Planet’s board as an “audit committee financial expert.” She currently chairs the audit committee; board independence determinations confirm she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arista Networks (ANET) | Chief Financial Officer | May 2015 – March 2024 | Scaled finance for cloud networking; public company CFO experience |
| QuantumScape (QS) | Chief Financial Officer | March 2014 – May 2015 | Early-stage scale-up finance leadership |
| Deloitte & Touche | Audit/Accounting (alumna) | Not disclosed | Trained in Ireland and U.S.; Chartered Accountant fellowship |
| LogMeIn (private at exit) | Director | Nov 2018 – Aug 2020 | Board oversight at SaaS company |
External Roles
| Organization | Role | Tenure Start | Committees/Notes |
|---|---|---|---|
| Cadence Design Systems (CDNS) | Director | March 2020 | Committee details not disclosed in PL proxy |
| Lam Research (LRCX) | Director | August 2024 | Committee details not disclosed in PL proxy |
Board Governance
- Committee assignments: Audit Committee Chair; members include Brennan (Chair), J. Heidi Roizen, Niccolo de Masi; post-Annual Meeting, Gary B. Smith (if elected) and Kristen Robinson to serve on Audit .
- Independence and expertise: Audit members meet NYSE and Rule 10A‑3 independence; Brennan designated audit committee financial expert; board states 78% of directors are independent and all standing committees are fully independent .
- Attendance and engagement: Board met 4 times in FY2025; all directors attended at least 75% of board and committee meetings; six directors attended the 2024 annual meeting .
- Audit oversight: Committee met 6 times in FY2025; reviewed FY2025 audited financials, auditor independence, and recommended inclusion in Form 10‑K; Audit Committee names signed (Brennan as Chair) .
- Board leadership: CEO William Marshall is Chair; Carl Bass is Lead Independent Director, presiding over executive sessions .
- Anti-hedging/pledging: Company prohibits hedging, short-selling, margin purchases, and pledging of Planet securities; insider trading policy applies to directors .
- Related-party: Company disclosed no related-party transactions with directors or executive officers during FY2025; audit committee reviews any such transactions per policy .
Committees Summary
| Committee | Role | Independence | Meetings (FY2025) | Notes |
|---|---|---|---|---|
| Audit | Chair | NYSE & Rule 10A-3 independent; Brennan is “financial expert” | 6 | Oversight of financial statements, compliance, auditor, internal audit |
| Compensation | Member composition (not Brennan) | Independent | 6 | Oversees executive/board compensation, plans, succession |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Reduced from $150,000 effective July 11, 2024 |
| Audit Committee Chair Retainer | $20,000 | Annual; paid quarterly in arrears |
| FY2025 Fees Earned (Brennan) | $87,089 | Actual cash fees earned for FY2025 |
Performance Compensation
| Item | Amount/Terms | Notes |
|---|---|---|
| Annual Director RSU Grant Value | $175,000 | Reduced from $200,000 effective July 11, 2024 |
| FY2025 Stock Awards (Brennan) | $262,032 (grant-date fair value) | RSUs under Outside Director Compensation Policy; ASC 718 fair value |
| RSU Vesting (Initial/Annual Awards) | Full vest at the earlier of 1-year from grant or next annual meeting | Subject to continued service; single-trigger full vest on change in control |
| Cash Retainer-to-RSU Election | Allowed; RSUs of equivalent value vest 9/15, 12/15, 3/15, 6/15 | Election due by Dec 31 prior year; aligns compensation to equity |
Other Directorships & Interlocks
| Company | Relationship to PL | Potential Interlock/Conflict |
|---|---|---|
| Cadence Design Systems (CDNS) | No PL relationship disclosed | None disclosed in PL proxy |
| Lam Research (LRCX) | No PL relationship disclosed | None disclosed in PL proxy |
Expertise & Qualifications
- Chartered Accountant; Deloitte alumna; extensive CFO experience in public tech companies (Arista, QuantumScape) and public board service (Cadence, Lam) .
- Audit committee financial expert with NYSE-defined financial sophistication; strong fit for audit chair role .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Class A shares) | 252,585; less than 1% |
| Beneficial ownership (Class B shares) | 0 |
| RSUs outstanding (as of Jan 31, 2025) | 113,636 |
| Options outstanding | — |
| Stock ownership guideline | 3x annual cash retainer; 5-year compliance window; options/PSUs excluded from counting |
| Hedging/pledging status | Policy prohibits hedging and pledging; short-selling and margin purchases prohibited |
Governance Assessment
- Board effectiveness: Brennan’s audit chair role, “financial expert” designation, and 6 audit committee meetings in FY2025 demonstrate active financial oversight and risk monitoring—positive for investor confidence .
- Independence and attendance: Independent under NYSE/SEC; all directors met minimum attendance; board structure includes a Lead Independent Director presiding over executive sessions—supports independent oversight .
- Compensation alignment: Director pay mix emphasizes equity via RSUs and enables voluntary cash-to-RSU conversion; FY2024 policy amendments reduced cash retainer and RSU grant values, signaling restraint amid a cost-savings posture .
- Ownership alignment: Brennan holds 252,585 Class A shares and 113,636 RSUs outstanding; guidelines require 3x cash retainer within 5 years; anti-hedging/pledging policy strengthens alignment and reduces risk of misaligned incentives .
- Shareholder signals: Say-on-pay approved ~97% in 2024, indicating broad investor support for compensation governance (context for overall governance culture) .
- Structural considerations: Founders collectively hold 100% of Class B and the board is staggered, which can entrench control and potentially limit external influence; mitigated by independent committees and lead independent director .
RED FLAGS
- Single-trigger acceleration of outside director RSUs at change-in-control could be viewed as shareholder-unfriendly compared to double-trigger norms; monitor scope and any future changes .
- Multiple outside public boards (CDNS, LRCX) increase time commitments though no attendance shortfall disclosed; continue tracking meeting attendance and committee load .
- Founders’ supervoting/Class B control and classified board structure may constrain shareholder influence in contested situations .
Positive Indicators
- Explicit prohibitions on hedging and pledging; robust insider trading compliance .
- No related-party transactions involving directors in FY2025; audit committee reviews any such transactions per policy .
- Fully independent standing committees; audit committee chaired by a designated financial expert .
Director Compensation Mix (Context and Trend)
| Policy Element | Pre-7/11/2024 | Post-7/11/2024 |
|---|---|---|
| Annual cash retainer | $150,000 | $75,000 |
| Initial RSU grant value | $200,000 | $175,000 |
| Annual RSU grant value | $200,000 | $175,000 |
These reductions suggest a recalibration toward cost discipline while retaining equity alignment .
Notes on Control and Board Structure
- Class B (21,157,586 shares) is held entirely by founders; William Marshall and Robert Schingler each beneficially own 50% of Class B—reinforcing control; board is classified into three classes with staggered terms (I/II/III) .
- Lead Independent Director presides over executive sessions, providing a counterbalance to management’s chair role .
