| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (d) | Appointment of New Director |
On January 18, 2021, the Board of Directors (the “Board”) of Palantir Technologies Inc. (the “Company”) elected Lauren Friedman Stat to serve on the Company’s Board, effective as of January 18, 2021. Ms. Stat will also serve on the Audit Committee of the Board (the “Audit Committee”).
In accordance with the Company’s Outside Director Compensation Policy (the “Policy”), a copy of which is filed as Exhibit 10.8 to Amendment No. 3 to the Company’s Registration Statement on Form S-1, Ms. Stat is eligible to participate in the Company’s standard compensation arrangements for Non-Founder Outside Directors (as defined in the Policy). Under the terms of such arrangements, Ms. Stat is eligible to receive an annual cash retainer of $40,000 for her service on the Board, an annual cash retainer of $12,500 for her service on the Audit Committee and certain equity grants as specified in the Policy. Pursuant to the Policy, Ms. Stat automatically received an initial equity award of 15,026 restricted stock units, which will be scheduled to vest over three years.
The Company will enter into its standard form of indemnification agreement with Ms. Stat, the form of which is filed as Exhibit 10.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1. Ms. Stat has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Ms. Stat and any other persons pursuant to which Ms. Stat was appointed a director of the Company.
A copy of the press release issued by the Company on January 21, 2021 announcing Ms. Stat’s appointment to the Board is attached hereto as Exhibit 99.1.
| (e) | Amendments to Certain of Alexander Karp’s Equity Awards |
On January 20, 2021, the Compensation, Nominating & Governance committee of the Board (the “CNG Committee”) approved an amendment (the “Amendment”) to the vesting acceleration provisions of those stock option and restricted stock unit (“RSU”) awards covering shares of Class B common stock previously granted to Alexander Karp, the Company’s Chief Executive Officer, on August 6, 2020 under the Company’s 2020 Executive Equity Incentive Plan (the “Executive Equity Plan”), a copy of which is filed as Exhibit 10.7 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, and the Company’s Amended 2010 Equity Incentive Plan (the “2010 Plan”), a copy of which is filed as Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, as follows (collectively, the “Karp Awards”): a stock option awarded under the Executive Equity Plan to purchase 141,000,000 shares; an award of 3,900,000 RSUs awarded under the Executive Equity Plan; and an award of 35,100,000 RSUs awarded under the 2010 Plan.
Prior to the Amendment, each Karp Award provided that, if the Company experienced a Change in Control (as defined in the Executive Equity Plan with respect to the Karp Awards granted thereunder, and as defined in the RSU award agreement with respect to the Karp Award granted under the 2010 Plan), and Mr. Karp remained a Service Provider (as defined in the applicable equity plan under which the award was granted) through immediately prior to such Change in Control, 20% of the shares subject to the applicable Karp Award would accelerate and fully vest immediately prior to such Change in Control.
