Robert Schingler, Jr.
About Robert Schingler, Jr.
Co‑founder of Planet (2010), director since 2011, and Chief Strategy Officer since 2015 (previously COO and CFO). Age 46; education includes MBA (Georgetown), MS in Space Studies (International Space University), and BS in Engineering Physics (Santa Clara). Prior to Planet, he spent nine years at NASA, including Chief of Staff for the Office of the Chief Technologist and co‑founding the Small Spacecraft Office at NASA Ames with co‑founder/CEO Will Marshall . Company operating performance during FY2025: revenue +11% to $244.4m; adjusted EBITDA loss improved to ($10.6m) from ($55.3m) in FY2024; gross margin expanded to 57% (non‑GAAP 60%) . Since listing (Dec‑2021) through FY2023 disclosure, cumulative TSR proxy series equated to $45.79 on a $100 initial value vs $73.74 for peer group (Nasdaq Computer Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Planet Labs PBC | Chief Strategy Officer; previously COO, CFO | 2015–present | Led strategy as Planet scaled SaaS/data platform, capital markets transition (de‑SPAC), and enterprise go‑to‑market evolution . |
| NASA (HQ; Ames Research Center) | Chief of Staff, Office of the Chief Technologist; co‑founded Small Spacecraft Office | ~2006–2015 | Helped establish smallsat programs that underpin Planet’s constellations and agile space operations model . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Space Council Users’ Advisory Group | Member | 2023– | Federal advisory body (White House/National Space Council) . |
Fixed Compensation
- FY2025 base salary reduced mid‑year by 20% (cost‑savings measure): from $360,000 to $288,000 for the remainder of FY2025 .
- FY2024 base salary was $360,000 (up from $325,000 in FY2023) .
Multi‑year snapshot (all figures USD):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $325,000 | $360,000 | $318,000 (prorated after reduction) |
| Stock Awards (grant‑date fair value) | — | $2,366,301 | $1,708,598 |
| Non‑equity Incentive (Cash Bonus) | $170,625 | — (FY2024 bonus taken as PSUs) – | $182,850 |
| All Other Compensation | $285 | $469 | $437 |
Notes: FY2024 NEOs could elect to take annual bonus in PSUs; Mr. Schingler elected PSUs in FY2024, then cash in FY2025 .
Performance Compensation
Annual bonus design and outcomes:
| Plan Year | Metrics & Weights | Targets (Full‑Year) | Actual | Payout |
|---|---|---|---|---|
| FY2025 | GAAP Revenue 60%; Adjusted EBITDA 40% | Rev: $245–254m; Adj. EBITDA: ($22)–($17)m | Rev: $244.352m; Adj. EBITDA: ($10.627)m | 115% of target; Mr. Schingler cash bonus $182,850 |
| FY2024 | GAAP Revenue 80%; Non‑GAAP Adj. EBITDA 20% | Rev: $250–260m; Adj. EBITDA: ($50)–($43)m | Rev: $220.696m; Adj. EBITDA: ($55.284)m | 89% of target; paid in PSUs per election – |
Plan mechanics: semi‑annual measurement (40% mid‑year, 60% year‑end true‑up). FY2025 target bonus was $180,000 (50% of base at time targets set) with actual cash paid; FY2024 target $180,000 and paid in PSUs per the equity election program (0–125% vesting scale) – –.
Long‑term incentives (time‑vesting RSUs):
- FY2025 grant: 723,982 RSUs; vests quarterly over 4 years (1/16th per quarter), service‑based .
- FY2023 grant: 307,042 RSUs outstanding at FY2025 year‑end; same quarterly vesting cadence .
Equity Ownership & Alignment
- Super‑voting equity: Holds 10,578,793 Class B shares (20 votes/share) via Ulysses Trust (he and spouse as trustees), i.e., 50% of all Class B outstanding; also beneficially owns 12,248,624 Class A on an as‑converted/options/RSUs basis (4.16% of Class A outstanding as of May 14, 2025) .
- Stock ownership guidelines: 3x base salary for other NEOs (5‑year compliance window) .
- Anti‑hedging/pledging: Hedging, short sales, margin purchases, and pledging prohibited under Insider Trading Compliance Policy .
- Clawback: Policy for recovery of erroneously awarded incentive comp effective Oct 2, 2023 (NYSE/SEC 10D compliant) .
Breakdown of awards outstanding (as of Jan 31, 2025):
| Instrument | Status | Detail |
|---|---|---|
| Stock Options | Exercisable | 765,919 @ $4.04 (fully vested); 247,010/28,720 @ $9.75; 178,082/97,648 @ $9.75 . |
| RSUs | Unvested | 145,460 earn‑out‑linked (price milestones or CIC price thresholds by 12/7/2026) . |
| RSUs | Unvested | 307,042 (FY2023 grant); 588,236 (FY2025 grant); market value examples at $6.10 on 1/31/2025: $1,872,956 and $3,588,240 respectively . |
| Options moneyness | — | Proxy methodology valued options at $0 in acceleration tables as exercise prices exceeded $6.10 close on 1/31/2025 . |
Implications: Quarterly RSU vesting creates a steady flow of potential sellable shares; legacy options were out‑of‑the‑money at FY2025 close; earn‑outs require $15–$21 stock price or qualifying CIC consideration to trigger .
Employment Terms
- Role tenure: Director since 2011; CSO since 2015 .
- Executive Severance Plan (Dec‑2023):
- Non‑CIC termination (without Cause/for Good Reason): 9 months salary; pro‑rated annual bonus (based on actual); up to 9 months subsidized healthcare .
- CIC window (3 months prior to or 12 months after CIC): 12 months salary (lump sum); pro‑rated target bonus; additional lump sum equal to 100% of target bonus; 12 months healthcare; full vesting of outstanding equity .
- 280G best‑net benefit cutback; no excise/gross‑up .
- Illustrative potential payments if terminated 1/31/2025: Non‑CIC cash $396,000; CIC cash $648,000; plus equity acceleration under CIC (RSUs/PSUs) valued using $6.10 close (Plan‑based valuation methodology) .
- 2021 Incentive Award Plan: Single‑trigger vesting if awards are not assumed/continued in a CIC; otherwise follows severance plan terms (double‑trigger) .
Board Governance
- Board service: Class I director; re‑elected in 2025 to serve until 2028 .
- Independence: One of two management directors (not independent); board is 78% independent; lead independent director structure in place .
- Committees: All standing committees (Audit, Compensation, Nominating & Governance) are fully independent; employee directors do not serve on committees –.
- Attendance: Board met four times in FY2025; all directors ≥75% attendance .
- Director pay: Employee directors (including Mr. Schingler) receive no additional compensation for board service; outside director compensation policy applies to non‑employee directors .
Dual‑role implications: As co‑founder CSO and Class B super‑voting holder, he is a control person alongside the CEO (also a Class B holder). While the CEO is also chair, the board employs a lead independent director and independent committees to mitigate governance risks associated with founder control and executive directorships .
Director Compensation (for employee‑director context)
| Component | Policy/Amount |
|---|---|
| Cash retainers (outside directors) | Annual $150,000; additional retainers for lead independent and committee chairs . |
| Equity (outside directors) | $200,000 initial/annual RSU grants, vesting by next AGM; accelerates on CIC . |
| Employee directors | No additional director compensation (applies to Mr. Schingler) . |
Compensation Structure Analysis
- Cash vs equity mix: Heavy RSU usage for long‑term incentives; FY2025 stock awards ($1.71m) materially exceeded cash salary ($318k) and bonus ($183k), reinforcing retention via quarterly vesting .
- Metric shift and rigor: Annual bonus weighting increased EBITDA from 20% to 40% in FY2025 to prioritize profitability; payout at 115% despite revenue slightly below the lower bound was driven by EBITDA outperformance (loss narrowed to ($10.6m) vs target range) .
- Founders’ pay austerity: Voluntary 20% salary reductions (CEO and CSO) in FY2025 signal alignment with broader cost measures .
- Governance safeguards: Clawback policy (2023), ownership guidelines (3x salary), anti‑hedging/pledging policy in place; no tax gross‑ups .
- Peer benchmarking: Compensation committee references market data; generally targets within 25th–75th percentile range; FW Cook engaged as independent advisor .
Related‑Party Transactions and Red Flags
- Related‑party transactions: None with directors or executive officers in FY2025 .
- Option repricing/modifications: None disclosed for Mr. Schingler; no repricing red flags noted (modifications in FY2025 were specific to Mr. Weil’s transition).
- Hedging/pledging: Prohibited (alignment positive) .
- Dual‑class control: Founders collectively hold all Class B shares (20 votes/share), reinforcing control and reducing takeover risk; investors should weigh governance trade‑offs .
Compensation Peer Group (for benchmarking context)
- FY2026 peer group (selected Dec‑2024): Agilysys, Cardlytics, Cerence, Couchbase, Digital Turbine, Domo, Fastly, LivePerson, Mitek Systems, Olo, PagerDuty, PROS Holdings, SecureWorks, TechTarget, Yext, Zuora .
- Committee uses peer data to inform positioning; not a strict formulaic target; typical positioning within 25th–75th percentile .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: ~97% approval at the 2024 annual meeting; program retained with focus on performance alignment .
- Annual advisory votes maintained (next vote expected at 2026 AGM) .
Investment Implications
- Alignment/retention: Large unvested RSU overhang (e.g., ~588k from FY2025 grant plus prior RSUs) with quarterly vesting supports retention but creates predictable supply from vesting; options largely underwater at FY2025 year‑end temper near‑term exercise pressure .
- Incentive quality: Shift toward EBITDA weighting (40%) and strong payout on profitability outperformance (115%) augur continued focus on operating leverage; sustained EBITDA improvement is a key trigger for above‑target cash bonuses –.
- Governance/control: Dual‑class super‑voting and executive directorship (non‑independent) concentrate control with founders; mitigants include a lead independent director and fully independent committees, but takeover optionality is structurally lower .
- Downside protections: Double‑trigger CIC severance with full equity acceleration and 100% target bonus payout is market‑standard; no 280G gross‑ups and presence of clawback/ownership guidelines are positives for pay discipline .
Overall, Mr. Schingler’s pay is heavily equity‑weighted with quarterly vesting and EBITDA‑linked annual incentives. Retention risk appears moderated by sizeable unvested RSUs; trading supply pressure is paced by quarterly vesting, while options were out‑of‑the‑money at FY2025 close. Governance reflects founder control with standard safeguards; continued execution on revenue growth and EBITDA improvement should directly influence future bonus outcomes and investor sentiment – .