Peter Thiel
Chairman of the Board at PLTR
Board
About Peter Thiel
Peter Thiel, age 57, is Co‑Founder and Chairman of Palantir’s Board (director since 2003). He earned a B.A. in Philosophy and a J.D. from Stanford and previously co‑founded PayPal, serving as CEO, President, and Chairman until its sale to eBay in 2002. He is President of Thiel Capital and a partner at Founders Fund; prior public boards include Meta Platforms (2005–2022) and AbCellera Biologics (2020–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palantir Technologies | Co‑Founder; Chairman of the Board | 2003–present | Board leadership; non-independent chair |
| PayPal, Inc. | Co‑Founder; CEO, President, Chairman | 1998–2002 | Led scaling and sale to eBay |
| Meta Platforms, Inc. | Director | 2005–2022 | Director; technology strategy perspective |
| AbCellera Biologics Inc. | Director | 2020–2024 | Director; biotech ecosystem connectivity |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Thiel Capital | President | Investment firm leadership |
| Founders Fund | Partner | Venture capital partner |
| Mithril venture funds (Mithril LP, Mithril II LP) | Investment Committee member/Chair (Mithril GP LP) | Shared voting/investment power over BlackSky holdings via funds |
Board Governance
- Independence: Palantir’s independent directors are Moore, Woersching, Schiff, and Stat; Thiel, as Co‑Founder and Chairman, is not independent under Nasdaq rules .
- Leadership: Roles of Chair and CEO are separated; Thiel serves as non‑independent Chair. If chair is not independent, guidelines allow appointment of a Lead Independent Director (not explicitly disclosed) .
- Committees: Audit Committee (Woersching—Chair, Moore, Stat); Compensation, Nominating & Governance Committee (Moore, Schiff). Thiel is not listed as serving on standing committees .
- Attendance: Board held 4 meetings in FY2024; each incumbent director attended at least 75% of applicable board and committee meetings .
- Founder control structure: Class F shares in Founder Voting Trust plus Founder Voting Agreement allow Founders (Karp, Cohen, Thiel) to control up to 49.999999% voting power, subject to DFES offsets; Class F carried 28.1% of voting power for director elections in 2025 .
Fixed Compensation
| Component | Amount |
|---|---|
| Annual Board retainer (cash) | $0 (Thiel excluded from Outside Director Compensation Policy) |
| Committee chair/member fees | $0 |
| Meeting fees | Not applicable; no per‑meeting fees disclosed |
| Reimbursements | Eligible for reasonable out‑of‑pocket expense reimbursement |
Performance Compensation
| Component | Grant details | Vesting/Performance conditions |
|---|---|---|
| Equity awards (Director) | None to Thiel under Outside Director Compensation Policy; no awards outstanding as of Dec 31, 2024 | Not applicable |
No director performance metrics (TSR/EBITDA/etc.) are tied to Thiel’s director compensation; the policy provides RSUs only to Non‑Founder Outside Directors .
Other Directorships & Interlocks
| Entity | Relationship | FY2024 Commercial Activity | Potential Conflict Note |
|---|---|---|---|
| Meta Platforms | Former Director | — | Historical role only |
| AbCellera Biologics | Former Director | — | Historical role only |
| Anduril Industries | Thiel beneficial holdings (>10% via related entities) | Palantir received $11.3m; Anduril provided $2.3m subcontracting services | Related party commercial ties |
| Memoir, Inc. (Chapter) | Thiel beneficial holdings (>10% via related entities) | Palantir received $266,080 | Related party commercial ties |
| BlackSky Holdings | Thiel shared power via Mithril funds (>10% earlier; >5% later 2024) | Palantir received $1.51m; BlackSky provided $45,453 subcontracting services | Related party commercial ties |
Expertise & Qualifications
- Technology entrepreneur and venture investor; prior CEO/Chair experience at PayPal .
- Capital allocation and network reach through Thiel Capital, Founders Fund, Mithril funds .
- Governance and board leadership experience as long‑tenured Palantir chair .
Equity Ownership
| Class of Stock | Shares Beneficially Owned | % of Class | Voting Power (Record Date) |
|---|---|---|---|
| Class A | 70,871,556 | 3.1% | Included in 8.1% aggregate votes shown for Thiel |
| Class B | 29,128,444 | 30.3% | Included in 8.1% aggregate votes shown for Thiel |
| Class F | 335,000 (held in Founder Voting Trust) | 33.3% of Class F (each Founder 335k) | Class F voting power determined per trust mechanics; 28.1% on Proposal 1 in 2025 |
| DFES (Thiel affiliates) | Class A: 55,137,931; Class B: 2,962,961 | Reduces Class F voting power | Separately voteable by Thiel/affiliates |
| Pledged Shares (RED FLAG) | 10,635,784 Class A pledged as collateral | — | Pledging permitted under policy exceptions for directors; still a governance risk |
Notes:
- Beneficial ownership held across PLTR Holdings LLC (PH), STS Holdings II LLC (STS‑II), Rivendell 7 LLC (RV‑7), and Rivendell 25 LLC (RV‑25), all controlled by Thiel .
- Insider Trading Policy prohibits pledging for NEOs but allows limited exceptions for Board members and CEO; Thiel’s pledged shares fall under the director exception .
Governance Assessment
- Independence and structure: Thiel is a non‑independent chair with substantial founder voting influence via the Founder Voting Trust and Voting Agreement. This can reduce minority shareholder influence on director elections and governance matters, although the board maintains majority independent membership and separated chair/CEO roles .
- Committee roles and effectiveness: Thiel does not serve on audit or compensation/governance committees, which are composed of independent directors; Audit Committee met five times in 2024; CNG Committee met eight times—both appear active with defined charters and an independent compensation consultant (Semler Brossy) advising CNG .
- Attendance: Minimum 75% meeting attendance threshold was met by all incumbent directors, indicating baseline engagement .
- Compensation alignment: Thiel receives no director cash or equity pay, relying on ownership stake for alignment. However, pledging of 10.6m shares introduces potential misalignment/forced‑sale risk in adverse scenarios (RED FLAG) .
- Related‑party exposure: Active commercial relationships with Anduril, Chapter, and BlackSky where Thiel has significant holdings through related entities/funds. Dollar amounts are material for Anduril and BlackSky and should be monitored for arm’s‑length terms and approval processes (RED FLAG) .
- Voting structure risks: DFES designation allows Thiel or affiliates to vote certain shares independently of majority founder instructions, and combined founder arrangements can exert outsized influence (RED FLAG) .
- Say‑on‑pay context: 2023 advisory vote on NEO compensation passed (For: 1,470,070,205; Against: 65,382,345; Abstain: 21,084,300; Broker non‑votes: 477,894,790), with next vote planned for 2026; indicates shareholder acceptance of broader pay practices during that period .
Overall signal: Strong founder control and non‑independent chair structure are offset by active independent committees and limited director compensation for Thiel, but pledging and recurring related‑party transactions present governance risk indicators that investors should monitor, including approval mechanics, pricing, disclosures, and any expansion in DFES or pledged collateral over time .