Stephen Cohen
Palantir TechnologiesAbout Stephen Cohen
Stephen Cohen is Palantir’s Co‑Founder, President, Secretary, and a Director. Age 42; B.S. in Computer Science from Stanford University; director since 2005 and has served in various roles since co‑founding Palantir . Company performance context: Palantir delivered 29% year‑over‑year revenue growth in FY2024 with positive GAAP net income and operating income in each quarter . Over a five‑year pay‑versus‑performance window, a hypothetical $100 investment in Palantir was valued at $796.11 in 2024, and net income in 2024 was $462.2 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Palantir Technologies Inc. | Co‑Founder; President & Secretary; Director | Director since 2005; roles since co‑founding | Founding leadership; product and operating oversight; governance as management director |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No additional public company boards or external roles disclosed in proxy biography | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 273,636 | 273,636 | 278,636 |
| Stock Awards ($) | — | — | — |
| All Other Compensation ($) | 310,269 | 83,653 | 324,094 |
| Total ($) | 583,905 | 357,289 | 602,730 |
Perquisites detail (2024): personal tax services $154,000; umbrella liability insurance $10,094; healthcare/medical coverage $160,000; no tax gross‑ups .
Performance Compensation
| Award | Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Executive RSU Award (2010 Plan, 13,500,000 Class B RSUs) | Direct listing event (performance condition) + service | N/A | Occurrence of Palantir direct listing | Achieved Sept 2020 (performance condition satisfied); continued service required | RSUs eligible upon listing; value realized upon vest/settlement | 5% of RSUs vested on Aug 20, 2021 and 5% quarterly thereafter (20 equal installments) |
| Executive Option (Executive Equity Plan, 13,500,000 Class B at $11.38, exp. 8/20/2032) | Service‑based (time) | N/A | Continued service | Ongoing | N/A | 5% vested on Aug 20, 2021 and 5% quarterly thereafter (20 equal installments) |
| Legacy Option (2010 Plan, 12,401,568 Class B at $4.72, exp. 6/08/2030) | Time (fully vested) | N/A | N/A | Fully vested | N/A | Fully exercisable |
2024 realizations: 2,700,000 RSUs vested for Cohen ($95,634,000 value realized) .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Class A shares owned | 592 | <1% of Class A |
| Class B shares owned | 32,019,302 | 27.6% of Class B outstanding |
| Class F shares (Founder Voting Trust) | 335,000 | One‑third of Class F; each Founder has sole investment power over 335,000 Class F shares |
| Percent of total votes (record date) | 2.7% | Voting power under multi‑class and Founder Voting arrangements |
| Options exercisable (≤60 days of 4/11/2025) | 19,141,568 Class B | Included in beneficial ownership calculations |
| RSUs vesting/settling (≤60 days) | 675,000 Class B | Included in beneficial ownership calculations |
| Options outstanding (year‑end 2024) | 12,401,568 @ $4.72 (exercisable); 9,450,000 @ $11.38 (exercisable); 4,050,000 @ $11.38 (unexercisable) | Exp. 6/08/2030 and 8/20/2032 |
| RSUs unvested (year‑end 2024) | 4,050,000 Class B | Market value $306,301,500 at $75.63 closing price |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for NEOs (limited exceptions apply only to directors/CEO) | Company Insider Trading Policy; no pledges disclosed for Cohen |
Founder voting and control: Class F shares in the Founder Voting Trust and a Founder Voting Agreement align founders to collectively control up to 49.999999% voting power, subject to thresholds and DFES; Cohen is a party to these arrangements .
Employment Terms
| Provision | Term | Economics/Notes |
|---|---|---|
| Severance | None disclosed for Cohen | Company states no severance/change‑in‑control arrangements for NEOs currently (other than CEO’s security continuation) |
| Change‑in‑Control (CIC) acceleration | Single‑trigger acceleration: 40% of Executive Options and Executive RSUs accelerate immediately prior to CIC (Cohen) | Estimated value at 12/31/2024: $566,514,000 ($306,301,500 RSUs; $260,212,500 options), assuming awards assumed/substituted and closing price $75.63 |
| Equity plan CIC mechanics | Plans permit assumption/substitution; if not continued, full vesting/lapse of restrictions at 100% of target may occur per plan terms | 2020 Plan and amended 2010 Plan CIC provisions described; Executive RSUs have specific treatment |
| Clawback | Non‑discretionary recovery of excess incentive‑based comp upon accounting restatement | Adopted Oct 2023; awards subject to clawback per policy and plan terms |
| Insider trading policy | Hedging prohibited; pledging prohibited for NEOs; 10b5‑1 plans encouraged | Policy filed and summarized; limited exceptions only for directors/CEO |
Board Governance
- Board service: Director since 2005; management director (not listed among independent directors) .
- Committees: Audit Committee members are Moore, Woersching, Stat; Compensation, Nominating & Governance Committee members are Moore, Schiff; Cohen is not on standing committees .
- Attendance: Each incumbent director attended at least 75% of board and applicable committee meetings in 2024; five directors attended the 2024 annual meeting virtually .
- Executive sessions: Non‑employee directors meet in executive session periodically, at least twice per year .
- Director pay: Outside Director Compensation Policy applies only to non‑employee directors; founders (e.g., Thiel) do not receive outside director pay. As a management director, Cohen’s compensation is via executive compensation, not director retainers/RSUs .
Compensation Committee & Shareholder Feedback
- Compensation oversight: Committee composed solely of independent directors; uses independent consultant Semler Brossy; emphasizes long‑term alignment and equity‑based pay; encourages use of 10b5‑1 plans .
- Peer group (2024 reference set): Palo Alto Networks, Okta, Autodesk, Paycom, Cloudflare, Snowflake, CrowdStrike, Trade Desk, Datadog, Twilio, DocuSign, UiPath, Fortinet, Unity Software, HubSpot, Workday, MongoDB, Zscaler .
- Say‑on‑Pay (2023): Votes For 1,470,070,205; Against 65,382,345; Abstain 21,084,300; Broker non‑votes 477,894,790; next vote planned for 2026 (triennial) .
Related Party Transactions & Red Flags
- No specific related party transactions disclosed involving Stephen Cohen; the proxy details commercial relationships tied to Peter Thiel‑affiliated entities and review/approval processes for related person transactions .
- Governance risk indicators: Founder Voting Trust and Class F structure centralize founder voting control; single‑trigger CIC equity acceleration for executives (including Cohen) is shareholder‑unfriendly vs double‑trigger norms .
Equity Ownership & Vesting Detail (Granular)
| Component | Quantity | Price/Term | Vesting cadence |
|---|---|---|---|
| Executive RSU Award (2010 Plan) | 13,500,000 Class B RSUs | N/A | 5% on Aug 20, 2021; 5% quarterly thereafter (20 installments). 4,050,000 unvested at 12/31/2024 |
| Executive Option (Executive Equity Plan) | 13,500,000 Class B options | $11.38; exp. 8/20/2032 | 5% on Aug 20, 2021; 5% quarterly thereafter (20 installments). 9,450,000 exercisable; 4,050,000 unexercisable at 12/31/2024 |
| Legacy Option (2010 Plan) | 12,401,568 Class B options | $4.72; exp. 6/08/2030 | Fully vested/exercisable |
| 2024 RSU vesting (value realized) | 2,700,000 Class B | N/A | $95,634,000 value realized in 2024 |
Investment Implications
- Alignment: Cohen’s very large Class B ownership (27.6% of Class B) and participation in the Founder Voting Trust create durable control and alignment with long‑term equity value; hedging/pledging prohibitions reduce misalignment risk .
- Pay‑for‑performance: Founder awards tie primarily to the listing event and long service‑based vesting rather than ongoing financial/operational metrics; investors should not expect annual KPI‑tied payouts for Cohen .
- Selling pressure: Quarter‑by‑quarter vesting of large RSU tranches through the 20‑installment schedule contributes to periodic settlement/sales (tax withholdings), but 2024 shows realizations without option exercises for Cohen; monitor Form 4 activity for near‑term supply dynamics .
- CIC risk: Single‑trigger 40% acceleration for Cohen is a governance negative; in a change‑in‑control, potential equity acceleration value was estimated at $566.5 million as of 12/31/2024, potentially increasing deal costs/dilution .
- Execution backdrop: Company fundamentals improved in 2024 (29% revenue growth; profitable each quarter), supporting equity value drivers; but compensation design relies on long‑dated equity rather than annual KPI frameworks—less sensitivity to yearly targets .