Kristen Robinson
About Kristen Robinson
Kristen Robinson, age 62, is an independent Class III director of Planet Labs PBC, serving since November 2022. She is a seasoned human capital executive, formerly Chief People Officer at Splunk (2020–2022) and CHRO at Pandora (2014–2019), with earlier leadership roles at Yahoo!, Verigy, Agilent, and HP. She holds an MBA from Northwestern University and a BS in Accounting from Boston College, and is recognized for broad business management and HR expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk Inc. (Nasdaq: SPLK) | Chief People Officer | Jan 2020 – Jul 2022 | Led HR strategy at enterprise software company |
| Pandora Media Inc. | Chief Human Resources Officer | Mar 2014 – Apr 2019 | Built HR systems for subscription streaming service |
| Yahoo!, Verigy, Agilent, HP | Senior HR and business roles | Various | HR leadership; prior finance/marketing/GM; CPA background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verint Systems Inc. (Nasdaq: VRNT) | Director | Feb 2022 – present | Public company directorship |
| Betterworks, Inc. | Advisory Council Member | Sep 2017 – present | HR tech advisory role |
| Her Allies Inc. | Honorary Advisor | N/A | Non-profit advisory |
| How Women Lead | Advisor, Women Leaders of the World | N/A | Leadership program advisor |
Board Governance
- Class III director; current term expires at the 2027 annual meeting .
- Independence: The board determined all directors other than the co-founders (Marshall, Schingler) are independent; Robinson is independent .
- Committee assignments: Chair of Compensation Committee; members include Robinson (chair), Vijaya Gadde, Heidi Roizen; met 6 times in FY2025 . Will join the Audit Committee following the 2025 Annual Meeting (Audit membership will be Ita Brennan (chair), Gary B. Smith (if elected), and Kristen Robinson) .
- Nominating & Governance: Vijaya Gadde (chair) and Carl Bass; Robinson not a member .
- Attendance: Board met 4 times; all directors attended at least 75% of board and committee meetings; six directors attended the 2024 annual meeting .
- Board leadership: CEO William Marshall is chairperson; Carl Bass serves as Lead Independent Director and presides over executive sessions; independent directors meet in executive session regularly .
Fixed Compensation
- Outside Director Compensation Policy (amended May 31, 2024; effective July 11, 2024): Annual board cash retainer $75,000; chair retainers: Audit $20,000, Compensation $12,000, Nominating $8,000; Lead Independent Director $25,000; paid quarterly; travel expenses reimbursed . Annual RSU grant $175,000; initial RSU for new directors $175,000 (prorated); directors may elect to receive up to 100% of cash retainer as RSUs vesting quarterly .
- Director Ownership Guidelines: 3x annual cash retainer to be attained within 5 years; applies to non-employee directors .
Kristen Robinson – Director Compensation Trend:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $36,538 | $79,089 | $12,000 |
| Stock awards ($) | $197,736 | $324,464 | $262,032 |
| Total ($) | $234,274 | $403,553 | $274,032 |
- Outstanding director equity (as of Jan 31, 2025): RSUs outstanding 113,636; no options .
Performance Compensation
- Directors do not receive performance-based bonuses; as Compensation Committee Chair, Robinson oversees executive pay linked to company performance.
- FY2025 annual bonus plan metrics and outcomes:
| Metric | Mid-Year Target (100%) | Mid-Year Actual | Full-Year Target Range (100%) | Full-Year Actual |
|---|---|---|---|---|
| GAAP Revenue ($ thousands) | $122,700 | $121,532 | $245,000 – $254,000 | $244,352 |
| Adjusted EBITDA ($ thousands) | $(16,600) | $(12,763) | $(22,000) – $(17,000) | $(10,627) |
- Outcome: 115% payout/PSU vesting for eligible executives; examples: Marshall PSUs vested 255,556 shares; Johnson PSUs vested 144,900 shares; Schingler cash bonus earned $182,850 .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Verint Systems Inc. (VRNT) | Customer engagement analytics | Director | No related-party transactions disclosed at Planet for FY2025 . No interlocks with Planet’s key suppliers/customers disclosed in proxy . |
Expertise & Qualifications
- Deep HR and organizational leadership across large tech companies; prior CPA and finance/marketing experience; MBA and Accounting credentials support compensation oversight and governance rigor .
- Compensation Committee leadership, annual risk assessment of pay programs, and use of independent consultant FW Cook (independence affirmed) .
- Peer group oversight: FY2025 and FY2026 peer sets tailored to software/talent competitors; adjustments for acquisitions and market cap alignment .
Equity Ownership
- Beneficial ownership (as of May 14, 2025): 266,094 Class A shares; less than 1% .
- Breakdown: 162,485 shares outstanding held; 103,609 shares issuable upon RSU vesting within 60 days .
Ownership guideline indicative compliance:
| Item | Value |
|---|---|
| Shares counted (outstanding only) | 162,485 |
| Reference price (Jan 31, 2025) | $6.10 |
| Market value of outstanding shares | $991,158 (162,485 × $6.10) |
| Director ownership guideline | 3 × $75,000 = $225,000 |
| Status | Exceeds guideline (indicative) |
- Hedging/pledging: Prohibited by Insider Trading Compliance Policy; short sales, margin purchases, and pledging explicitly banned .
Governance Assessment
- Strengths: Independent director and Comp Committee Chair; strong attendance threshold; independent-only committees; regular executive sessions; robust anti-hedging/pledging policy; stock ownership guidelines; no related-party transactions in FY2025; say-on-pay approval ~97% in 2024, indicating shareholder support for pay practices .
- Watch items: Dual-class structure concentrates voting power with founders (100% of Class B), which may limit board influence despite independence; continued monitoring of committee effectiveness under concentrated control is prudent .
- Signals: Director compensation policy reductions (cash retainer to $75k; annual RSU to $175k) suggest restraint and alignment; executive bonus metrics emphasize GAAP revenue and adjusted EBITDA with increased weighting to EBITDA, aligning with profitability focus .
RED FLAGS
- No related-party transactions with directors or executive officers in FY2025 (positive signal) .
- Anti-hedging and pledging prohibitions reduce misalignment risk .
- Dual-class voting control by founders remains a structural governance risk .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 97% of votes cast; annual frequency affirmed with next advisory vote expected in 2026 .
Compensation Committee Analysis
- Composition: Robinson (Chair), Gadde, Roizen; met 6 times in FY2025 .
- Consultant: FW Cook; independence confirmed; peer groups reviewed annually and updated for FY2026 .