Vijaya Gadde

About Vijaya Gadde

Independent Class II director (age 50) at Planet Labs PBC since December 2021; current chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Former Chief Legal Officer and Secretary of Twitter and long-tenured technology-sector legal executive; education includes a JD from NYU School of Law and BS in Industrial & Labor Relations from Cornell University . Planet’s board is predominantly independent (78%), with all standing committees composed solely of independent directors; independent directors meet in executive session and a lead independent director structure is in place .

Past Roles

Organization	Role	Tenure	Committees/Impact
Twitter, Inc.	Chief Legal Officer and Secretary; previously General Counsel; Head of Communications; Director, Legal	Director, Legal (Jul 2011–Aug 2013); General Counsel (Aug 2013–Feb 2018); Head of Communications (Jul 2015–Aug 2016); Chief Legal Officer & Secretary (Feb 2018–Oct 2022)	Led legal, public policy, trust & safety globally
Juniper Networks, Inc.	Senior Director, Legal	Pre-2011 (specific dates not disclosed)	Legal leadership in networking sector
Wilson Sonsini Goodrich & Rosati	Attorney	~10 years (pre-Juniper/Twitter)	Corporate/technology legal practice

External Roles

Organization	Role	Tenure	Committees/Impact
Guardant Health, Inc. (Nasdaq: GH)	Director	Since Jan 2020	Not disclosed
NYU School of Law	Board of Trustees	Not disclosed	Not disclosed
Mercy Corps	Board of Directors	Not disclosed	Global humanitarian focus
#Angels	Co-founder (investment collective)	Not disclosed	Early-stage investing; diversity focus

Board Governance

Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee chair (John W. Raymond joins the N&CG Committee post-Annual Meeting; Bass leaves) .
Independence: Determined independent under NYSE and SEC standards; only two founder-executives are non-independent on the board .
Attendance and engagement: Board met 4 times in FY2025; all directors attended at least 75% of board and applicable committee meetings; Compensation Committee met 6 times; Nominating & Corporate Governance Committee met 4 times .
Board leadership: CEO chairs the board; Carl Bass serves as Lead Independent Director and presides over executive sessions .

Fixed Compensation

Item	FY2025 Value	Notes
Cash fees	$49,610	Cash retainers earned in FY2025
Equity awards (RSUs grant-date fair value)	$183,423	Outside Director Compensation Policy RSUs
Total	$233,033	Cash + equity reported values

Outside Director Compensation Policy (effective July 11, 2024):

Annual cash retainer: $75,000; Chair retainers: Audit $20,000, Compensation $12,000, Nominating & Governance $8,000; Lead Independent Director $25,000 .
Annual equity award (RSUs): $175,000; Initial RSU award for new directors: $175,000 (prorated) .
Directors may elect to receive up to 100% of cash retainer in RSUs vesting quarterly; minimum stock ownership guideline: 3x annual cash retainer within five years .

Performance Compensation

Metric	Used in Director Compensation?	Details
Performance-based equity or cash	No	Outside directors receive time-based RSUs; no director performance metrics disclosed

Other Directorships & Interlocks

Company/Entity	Relationship to Planet	Potential Interlock/Conflict
Guardant Health (Nasdaq: GH)	Independent director role	No Planet-related transactions disclosed; Company reports no related party transactions in FY2025
NYU Law School; Mercy Corps; #Angels	Non-profit boards; investment collective	No Planet-related transactions disclosed

Expertise & Qualifications

Legal and governance expertise: Leads policy, trust & safety, and global legal functions; extensive corporate governance experience .
Education: JD (NYU School of Law); BS ILR (Cornell University) .
Technology industry experience: Senior legal roles at Twitter, Juniper Networks; prior law firm practice at Wilson Sonsini .

Equity Ownership

Component	Amount	Notes
Class A shares outstanding (directly held)	144,118	As of May 14, 2025
RSUs expected to vest within 60 days	93,583	Included in beneficial ownership per SEC rules
Total beneficial ownership (Class A)	237,701	“Less than 1%” of Class A outstanding
Shares pledged as collateral	None disclosed; pledging prohibited by policy

Stock ownership guideline: 3x annual cash retainer for non-employee directors within five years; calculation excludes options and PSUs; RSU treatment not explicitly excluded for directors, but PSUs/options do not count .
For context, Planet’s fair market value was $6.10 on January 31, 2025 (used in company tables) .

Governance Assessment

Independence and committee leadership: Independent director; chairs Nominating & Governance, sits on Compensation—positions central to board effectiveness and oversight of nominations, corporate governance, and pay practices .
Engagement: Committees with meaningful activity (Compensation met 6x; N&CG met 4x); board attendance thresholds met, indicating consistent participation .
Compensation alignment: Majority of FY2025 director compensation delivered in equity (RSUs), reinforcing shareholder alignment; ability to take cash retainer in RSUs strengthens long-term orientation .
Ownership alignment: Beneficial ownership present; anti-hedging and anti-pledging policies in place—positive alignment signal .
Conflicts and related-party exposure: Company states no related party transactions involving directors/executives in FY2025; strong governance baseline .
Shareholder signals: Prior say-on-pay support ~97% (2024), indicating broad investor support for compensation frameworks overseen by the Compensation Committee .
Structural considerations: Planet is a Delaware PBC with dual-class stock; founders’ control can temper shareholder influence despite strong committee independence, an important context for governance risk assessment .

RED FLAGS: None disclosed specific to Gadde—no pledging, no related-party transactions, and independence affirmed; monitor dual-class control dynamics and continued committee leadership effectiveness .