William Marshall
About William Marshall
William Marshall is Chairperson, Co‑Founder and Chief Executive Officer of Planet Labs PBC; he has served as a director since co‑founding Planet in 2010, as CEO since 2011, and as Chairperson since the December 2021 business combination; age 46 . He holds a Ph.D. in Physics from the University of Oxford, a Masters in Physics with Space Science and Technology from the University of Leicester, and was a Postdoctoral Fellow at George Washington University and Harvard University . Under his tenure, FY2025 revenue increased 11% year over year to $244.4 million, adjusted EBITDA loss improved to $(10.6) million, and non‑GAAP gross margin expanded to 60% . Pay‑versus‑performance disclosure shows a $100 investment in PL equating to $56.43 by FY2025 vs $144.40 for the peer group; FY2025 GAAP revenue was $244,352k and net loss $(123,196)k .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Planet Labs (Cosmogia Inc. pre‑merger) | Co‑Founder; Director | 2010–present | Co‑founded Planet; sustained board leadership |
| Planet Labs PBC | Chief Executive Officer; Chairperson | CEO since 2011; Chair since Dec 2021 | Led growth with FY2025 revenue +11% y/y and EBITDA improvement |
| NASA/USRA (Ames Research Center) | Scientist; systems engineer; LCROSS science team; LADEE; Co‑PI on PhoneSat; space debris remediation technical lead | — | Established Small Spacecraft Office; multiple mission roles |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| George Washington University | Postdoctoral Fellow | — | Research credentials supporting technical leadership |
| Harvard University | Postdoctoral Fellow | — | Research credentials supporting technical leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 500,000 | 441,667 (reflects voluntary 20% decrease initiative) |
| All Other Compensation ($) | 285 | 469 | 450 |
| Total ($) | 610,285 | 6,250,741 | 4,746,341 |
Bonus Targets (FY2025):
| Item | Value |
|---|---|
| Target bonus ($) | 500,000 |
| Target bonus (% of then‑current base salary) | 100% |
| Bonus form (Marshall election) | PSUs via Equity Election Program (0–125% eligible) |
Performance Compensation
FY2025 Annual Bonus Plan and PSU vesting basis:
- Performance metrics and weights: GAAP Revenue (60%) and Adjusted EBITDA (40%) .
- Payout determination: weighted blended achievement above target; payout/PSU vesting set at 115% of full‑year target .
| Metric | Weight | Full‑Year Target Range | Full‑Year Actual | Payout (% of target) | Vesting mechanism |
|---|---|---|---|---|---|
| GAAP Revenue | 60% | $245,000k–$254,000k | $244,352k | 115% (overall plan) | PSUs under Equity Election Program; eligible 0–125% of target; mid‑year and year‑end vesting cadence |
| Adjusted EBITDA | 40% | $(22,000)k–$(17,000)k | $(10,627)k | 115% (overall plan) | PSUs under Equity Election Program; same as above |
Stock vested and value realized FY2025:
| Name | Shares vested (#) | Value realized ($) |
|---|---|---|
| William Marshall | 778,035 | 1,965,262 |
FY2025 Grants:
| Grant date | Type | Shares | Grant‑date fair value ($) | Vesting terms |
|---|---|---|---|---|
| 3/19/2024 | RSUs | 1,583,711 | 3,737,557 | Quarterly over 4 years, service‑based |
| 3/27/2024 | Bonus PSUs | Target 222,222; Max 277,778 | 566,666 | Performance‑based; 0–125% payout range |
Equity Ownership & Alignment
Beneficial ownership (as of May 14, 2025):
| Security | Shares | % Outstanding |
|---|---|---|
| Class A Common | 16,124,109 | 5.42% |
| Class B Common | 10,578,793 | 50.0% |
Breakdown (as of May 14, 2025):
- Class A consists of 985,481 owned shares; 10,578,793 Class B convertible to Class A; 4,319,791 options exercisable within 60 days; 240,044 RSUs vesting within 60 days .
- Outstanding awards at FY2025 year‑end (Jan 31, 2025):
- Options: 2,833,903 exercisable at $4.04 expiring 4/21/2030; 823,366 exercisable and 95,737 unexercisable at $9.75 expiring 6/30/2031; 474,877 exercisable and 260,405 unexercisable at $9.75 expiring 6/30/2031 .
- RSUs: 495,591 (grant 12/7/2021); 736,900 (grant 3/16/2023); 1,286,766 (grant 3/19/2024); 166,666 (grant 3/27/2024) with stated market values at FY2025 year‑end .
- Options were out‑of‑the‑money at $6.10 on Jan 31, 2025, implying $0 value for option acceleration under severance plan calculations .
- Stock ownership guidelines: CEO required to hold 6× annual base salary; five‑year compliance window; options and PSUs do not count toward threshold . Anti‑hedging and anti‑pledging policy in effect for directors/officers/employees .
Employment Terms
Executive Severance Plan (adopted December 2023):
| Scenario | Cash ($) | Equity acceleration ($) | Continued healthcare ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason (no CIC) | 400,000 | — | 10,012 | 410,012 |
| Termination without cause/for good reason in connection with CIC | 600,000 | 16,384,130 | 15,153 | 16,999,283 |
Key mechanics:
- If awards are not eligible for assumption in a Change in Control, separate acceleration values apply (e.g., $2,583,806 for Marshall as of Jan 31, 2025) .
- Option acceleration valuation used closing price $6.10 less exercise price; RSU/PSU acceleration valued at $6.10 times shares .
- Executives have indemnification and standard proprietary information agreements .
- Company states no significant perquisites, no tax gross‑ups, and no defined benefit pension/SERP plans .
Board Governance
- Role and independence: Marshall serves as Chairperson and CEO; independent directors elected a Lead Independent Director (Carl Bass) to enhance oversight; executive sessions at each board meeting are presided over by the Lead Independent Director . Board currently ~78% independent; all standing committees composed solely of independent members .
- Committees: Audit Committee (Chair: Ita Brennan; members: J. Heidi Roizen, Niccolo de Masi; met six times in FY2025) ; Compensation Committee (Chair: Kristen Robinson; members: Vijaya Gadde, J. Heidi Roizen; met six times in FY2025) . Employee directors (Marshall and Schingler) do not receive additional director compensation .
- Classified board: Class I (term to 2028), Class II (2026), Class III (2027). Current Class I includes Marshall; staggered terms may delay/impede changes in control .
- Director compensation policy: Non‑employee director annual cash retainer reduced to $75,000 effective July 11, 2024; equity awards of $175,000 initial and annual RSUs; optional cash‑to‑RSU election; minimum director stock ownership equal to 3× annual cash retainer within five years .
Compensation Structure Analysis
- Mix and trend: FY2025 salary decreased from FY2024 as part of cost‑savings; incentive emphasis remained on equity (RSUs) with optional PSU bonus election to strengthen pay‑for‑performance linkage .
- Metrics and calibration: FY2025 increased weight on Adjusted EBITDA from 20% to 40% to motivate profitability; achieved adjusted EBITDA profitability in Q4 FY2025; annual payout set at 115% of target based on blended performance .
- Vesting cadence: RSUs vest quarterly over four years; PSUs vest in alignment with mid‑year and year‑end bonus determinations with 0–125% payout range .
- Governance controls: Independent comp committee; independent consultant (FW Cook); anti‑hedging/pledging; no tax gross‑ups; no defined benefit pension/SERP .
Equity Ownership & Insider Selling Pressure
| Indicator | Detail |
|---|---|
| FY2025 option exercises | None by NEOs; Marshall had zero option exercises in FY2025 |
| Upcoming RSU overhang | Marshall unvested RSUs: 495,591 (2021), 736,900 (2023), 1,286,766 (2024), 166,666 (2024 bonus PSUs line shows RSUs entry) as of Jan 31, 2025 |
| Near‑term liquidity drivers | 240,044 RSUs vesting within 60 days of May 14, 2025; 4,319,791 options exercisable within 60 days |
| Pledging/Hedging constraints | Prohibited by policy for directors/officers/employees |
Performance & Track Record
- FY2025 operational results: Revenue up 11% to $244.4m; adjusted EBITDA loss narrowed to $(10.6)m; non‑GAAP gross margin +6ppt to 60%; year‑end cash and short‑term investments $222.1m; no debt .
- Pay‑versus‑performance context: Company TSR index value at $56.43 vs peer group $144.40 since the 12/7/2021 baseline; GAAP revenue $244,352k; net loss $(123,196)k in FY2025 .
Employment Terms
| Term | Marshall specifics |
|---|---|
| Employment letter | Executed; sets base salary, target bonus, equity eligibility |
| Severance plan adoption | December 2023; provides cash, equity acceleration, healthcare continuation |
| Change‑in‑control mechanics | Acceleration depends on award assumption; separate valuation framework disclosed |
| Clawbacks | Not explicitly disclosed in proxy; anti‑hedging/pledging policy disclosed |
| Non‑compete/solicit | Not detailed in proxy; standard IP/invention assignment and arbitration agreements |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Approximately 97% support of votes cast .
- 2026 say‑on‑pay: Next advisory vote expected at 2026 annual meeting; majority of votes cast required; board recommends “FOR” .
Board Service History, Committee Roles, Dual‑Role Implications
- Service history: Director since co‑founding in 2010; CEO since 2011; Chairperson since December 2021 .
- Committees: All standing committees are independent; employee directors (including Marshall) are not members, mitigating dual‑role conflicts .
- Independence structure: Lead Independent Director (Carl Bass) presides over executive sessions; board periodically reviews leadership structure .
Investment Implications
- Alignment: Heavy equity mix (RSUs, PSU bonus election) and EBITDA‑weighted metrics point to improved cash discipline and progress toward profitability; FY2025 payout at 115% reflects above‑target blended performance .
- Selling pressure: Options largely out‑of‑the‑money at FY2025 year‑end, lowering exercise‑driven selling risk; however, sizable unvested RSU tranches and near‑term 60‑day vesting amounts could create periodic supply overhangs; anti‑hedging/pledging policies mitigate alignment concerns .
- Change‑of‑control economics: Double‑trigger termination with CIC yields meaningful equity acceleration ($16.38m estimate) plus cash and healthcare, potentially influencing executive retention and M&A negotiations .
- Governance quality: Strong committee independence, lead independent director structure, and high 2024 say‑on‑pay support (97%) reduce governance risk; absence of related‑party transactions in FY2025 is positive .