Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2023, Jeffrey Buckley, Chief Accounting Officer, announced his decision to step down from his position as Chief Accounting Officer, effective at 12:01 a.m. Mountain Standard Time one business day after the public filing of Palantir Technologies Inc.’s (“Palantir”) Annual Report on Form 10-K for the fiscal year ended December 31, 2022 with the Securities and Exchange Commission (the “Effective Time”). Following the Effective Time, Mr. Buckley will continue as an employee of Palantir for a period of time to assist with the transition, after which he is expected to continue as an advisor to Palantir.
On January 29, 2023, Palantir’s Board of Directors (the “Board”) appointed Heather Planishek to succeed Mr. Buckley as Palantir’s Chief Accounting Officer and designated her as the principal accounting officer, effective immediately following the Effective Time. Ms. Planishek, age 39, joined Palantir in August 2016 and has served as Controller since September 2020, prior to which she led Palantir’s financial reporting and technical accounting team. Before joining Palantir, Ms. Planishek’s background included SEC reporting and technical accounting at Hewlett Packard Enterprise and public accounting at Ernst & Young LLP.
Ms. Planishek will receive an annual base salary of $400,000. Additionally, in connection with her appointment, subject to the terms and conditions of Palantir’s 2020 Equity Incentive Plan and the forms of award agreements thereunder and the approval of the Board or its Compensation, Nominating & Governance Committee, she is expected to receive a restricted stock unit award, which is expected to cover 683,747 shares of Palantir Class A common stock and be scheduled to vest as to 83,895 shares in 2023, 149,852 shares in 2024, 200,000 shares in each of 2025 and 2026 and 50,000 shares in 2027, subject to her continued service with Palantir or any parent or subsidiary of Palantir.
Palantir has previously entered into its form of indemnification agreement with Ms. Planishek.
There are no family relationships between Ms. Planishek and any director or executive officer of Palantir, and no transactions involving Ms. Planishek that would require disclosure under Item 404(a) of Regulation S-K.
In addition, on January 29, 2023, the Board appointed Shyam Sankar, previously Palantir’s Chief Operating Officer and Executive Vice President, to the new role of Chief Technology Officer and Executive Vice President in line with his current focus on leading product development across Gotham, Foundry and Apollo, as well as early-stage efforts in research and development.
In addition, on January 29, 2023, the Board appointed Ryan Taylor, previously Palantir’s Chief Legal and Business Affairs Officer, to the new role of Chief Revenue Officer and Chief Legal Officer, reflecting his focus on sales and revenue growth as well as his continuing leadership of Palantir’s legal team.
