Scott Reese
About Scott Reese
Scott Reese is a non-management Class II director of Planet Labs PBC (PL), elected by written consent effective approximately early November 2025, and designated to serve on the Audit Committee following the effective date . He is 52 and currently serves as Chief Executive Officer of the Electrification Software business of GE Vernova (NYSE: GEV); previously he spent nearly two decades at Autodesk culminating as EVP, Product Development & Manufacturing Solutions, and served on the board of Model N, Inc. from 2019 to 2024 . He holds an MBA and a BS in Computer Information Systems from Indiana Wesleyan University . On November 4, 2025, he filed a Form 3 stating no securities were beneficially owned at the time of his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | EVP, Product Development & Manufacturing Solutions | 2003–2022 | Senior leadership in product development; software and manufacturing solutions expertise |
| Model N, Inc. | Director | May 2019–June 2024 | Public company board service; governance experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| GE Vernova, Inc. (Electrification Software) | Chief Executive Officer | Feb 2022 | Operating executive role at NYSE-listed GE Vernova (post-2024 spin-off) |
Board Governance
- Committee assignments: Designated to the Audit Committee upon effectiveness of his election (40 days after the Info Statement notice), aligning with PL’s practice that standing committees comprise solely independent directors .
- Independence: Non-management director; company states no related-party transactions under Item 404(a) with Mr. Reese; PL’s Audit Committee membership is limited to independent directors under NYSE and Rule 10A-3 .
- Election/tenure: Elected by written consent on Sept 5, 2025; effective ~40 days after Notice of Internet Availability sent on Sept 22, 2025; Form 3 lists event date 11/03/2025 .
- Attendance: FY2025 board attendance disclosure (for the period before Reese joined) notes four board meetings and all directors met at least 75% attendance; Reese’s attendance will be reported in the next proxy since he joined after FY2025 .
- Board leadership context: CEO serves as Chair; Carl Bass is Lead Independent Director; independent directors meet in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Reduced from $150,000 effective July 11, 2024 |
| Lead Independent Director Retainer | $25,000 | Additional to annual retainer if applicable (not currently applicable to Reese) |
| Committee Chair Retainers | Audit: $20,000; Compensation: $12,000; Nominating & Governance: $8,000 | Additional to annual retainer; pro-rated for partial service |
| Meeting fees | None disclosed | Policy specifies retainers; reimburses reasonable travel expenses |
Performance Compensation
| Equity Element | Value/Structure | Vesting/Other Terms |
|---|---|---|
| Initial RSU Award | $175,000 (pro-rated from appointment to next annual meeting) | Vests in full at the earlier of one year from grant or next annual meeting; accelerates on change in control if serving until just before CIC |
| Annual RSU Award | $175,000 annually | Same vesting cadence as Initial Award |
| Cash-to-RSU Election | Option to elect up to 100% of annual cash retainer in RSUs of equivalent value | RSUs from cash election vest quarterly (Sept 15, Dec 15, Mar 15, Jun 15) post-grant |
Note: Director equity is time-vested RSUs; there are no operational performance metrics tied to director compensation at PL (performance metrics (GAAP Revenue, Adjusted EBITDA) apply to executive bonuses, not directors) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| Model N, Inc. (NYSE: MODN) | Former Director (2019–2024) | Prior public board; ended June 2024 |
| Current public boards | None disclosed | 8-K and Information Statement list no current public company boards beyond PL |
| Related-party transactions | None | Company states no Item 404(a) transactions with Reese |
Expertise & Qualifications
- Software product development and manufacturing solutions leadership (Autodesk) .
- Operating executive experience in energy/electrification software (GE Vernova) .
- Prior public company board governance (Model N) .
- Academic credentials: MBA and BS (Computer Information Systems), Indiana Wesleyan University .
Equity Ownership
| Item | Detail |
|---|---|
| Initial Statement of Beneficial Ownership (Form 3) | Filed Nov 4, 2025; reported “No securities are beneficially owned” at appointment |
| Ownership guidelines | Non-employee directors expected to own ≥3x annual cash retainer within 5 years; PSUs/options and unvested PSUs not counted per policy |
| Hedging/pledging | Prohibited for directors under Insider Trading Compliance Policy |
| Director equity grants | Eligible for pro-rated Initial RSU ($175k) and annual RSU ($175k) per policy |
Insider Filings
| Form | Date of Event | Filed | Summary |
|---|---|---|---|
| Form 3 (Initial) | 11/03/2025 | 11/04/2025 | Reported no beneficial ownership at appointment; POA on file |
Governance Assessment
- Positives: Independent, non-management director designated to Audit Committee; no related-party transactions; joins a board where all standing committees are fully independent; director pay reduced in 2024 aligning with investor-friendly cost discipline; robust anti-hedging and director stock ownership guidelines .
- Alignment: While Form 3 shows zero initial ownership, policy-based initial RSU plus 3x retainer ownership guideline should build alignment over time; ability to take retainer in RSUs further supports alignment .
- Watch items: Time commitments as a sitting CEO at GE Vernova’s Electrification Software unit—monitor board attendance and engagement in the next proxy; no current red flags on attendance or overboarding disclosed .
Board Context (for investor confidence)
- Corporate governance practices include separate Lead Independent Director, executive sessions of independent directors, and annual board/committee self-evaluations .
- FY2025 board activity included four meetings with ≥75% attendance for all then-serving directors (preceded Reese’s appointment) .
Potential Conflicts or Related-Party Exposure
- Company disclosure states there are no transactions with Mr. Reese requiring disclosure under Item 404(a) (no related-party dealings) .
- Election process: Recommended by non-management directors following an external search; no arrangements or understandings behind selection .
Director Compensation Summary (What Reese will receive under policy)
| Category | Cash | Equity |
|---|---|---|
| Board service | $75,000 annual retainer | Initial RSU (pro-rated to next annual meeting): $175,000; Annual RSU each year: $175,000 |
| Committee/lead roles | Lead Independent: +$25,000; Audit Chair: +$20,000; Comp Chair: +$12,000; N&G Chair: +$8,000 | N/A |
| Equity features | N/A | Initial/Annual RSUs vest at next annual meeting or one-year anniversary; full vest on change in control if serving through immediately prior to CIC |
| Optional election | May elect to take up to 100% of cash retainer in RSUs of equivalent value | RSUs from cash election vest quarterly (9/15, 12/15, 3/15, 6/15) |
All compensation elements above are per PL’s Outside Director Compensation Policy as amended May 31, 2024 (effective July 11, 2024) .
Notes on Independence, Attendance, and Engagement
- Independence: Audit Committee membership and policy confirm independence; 8-K notes no related-party transactions .
- Attendance: Reese joined after FY2025; future attendance reporting expected in the 2026 proxy .
- Engagement: Will serve on Audit Committee post-effective date, providing financial oversight contributions .
All citations:
- Reese election, audit committee, and no related-party transactions .
- Press release and timing effectiveness (40-day notice) .
- Form 3 (no ownership; event date 11/03/2025) and related POA exhibit .
- Director pay policy (cash retainers, equity values, vesting, elections) .
- Governance practices and committees’ independence .
- Board meetings and attendance context for FY2025 .
- Reese biography, age, education, and roles (GE Vernova, Autodesk, Model N) .