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Who is entitled to vote at the annualspecial meeting?

You can vote at the annualspecial meeting if you were a holder of our common stock as of the close of business on April 16, 2021,November 2, 2022, the “record date.” Each share of Class A common stock is entitled to one vote per share.share as of the record date. Each share of Class B common stock is entitled to ten votes per share as of the record date and is convertible at any time, at the option of the holder thereof, into one share of Class A common stock. Each share of Class F common stock has the number of votes described below. As of the close of business on April 16, 2021,November 2, 2022, we had 1,867,306,2472,080,194,945 shares of common stock outstanding and entitled to vote on any matter, consisting of 1,797,638,3011,979,328,442 shares of Class A common stock, 68,662,94699,861,503 shares of Class B common stock, and 1,005,000 shares of Class F common Stock. The holders of the shares of Class A common stock, Class B common stock, and Class F common stock will vote as a single class on all mattersthe matter described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors.

How many shares are outstanding and entitled to vote as of the record date?

As of the close of business on the record date, there were:

How many votes is each share entitled to for eachthe proposal at the annualspecial meeting?

Class A common stock is entitled to one vote per share and Class B common stock is entitled to ten votes per share for eachthe proposal.

As of the close of business on the record date, the aggregate voting power of all outstanding shares of Class A common stock and Class B common stock was 2,484,267,7612,977,943,472 votes. Of these, the shares of Class A common stock and Class B common stock held by our Founders and their affiliates and subject to the Founder Voting

(including (including virtually) or by proxy, of a majority of the voting power of the shares of our capital stock issued and outstanding and entitled to vote as of the record date will constitute a quorum to transact business at the annualspecial meeting. Stockholders who log in to the special meeting using the control number included on their Notice of Internet Availability or proxy card will be considered present in person (including virtually) at the special meeting. Abstentions withhold votes and broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum. Because the sole proposal to be voted on at the special meeting is not considered a routine matter, we do not expect any broker non-votes to be received in connection with the special meeting.

How do I vote and what are the voting deadlines?

Stockholder of Record. If you are a stockholder of record, you may vote in one of the following ways:

Street Name StockholdersStockholders. . If you are a street name stockholder, then you will receive voting instructions from your broker, bank, or other nominee. You must follow the instructions provided by your broker, bank, or other

routine matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Because that proposal is routine, we do not expect any broker non-votes regarding it. Your broker, bank, or other nominee will not have discretion to vote on any other proposals,our sole proposal, which areis considered a non-routine matters,matter, absent direction from you. In the event that your broker, bank, or other nominee votes your shares on our sole routine matter but is not able to vote your shares on the non-routine matters,our sole matter, then those shares will be treatedhave the same effect as broker non-votes with respect tovotes “AGAINST” the non-routine matters.proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.counted.

Can I change my vote or revoke my proxy?

Stockholder of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the annualspecial meeting by:

Street Name Stockholders. If you are a street name stockholder, then your broker, bank, or other nominee can provide you with instructions on how to change or revoke your proxy.

What do I need to do to attend the annualspecial meeting?

We will be hosting the annualspecial meeting via webcast only. You will be able to attend the annualspecial meeting virtually, submit your questions during the meeting, and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/PLTR2021.PLTR2022SM. To participate in the annualspecial meeting, you will need the control number included on your Notice of Internet Availability or proxy card. The annualspecial meeting webcast will begin promptly at 8:00 a.m., Mountain time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Mountain time, and you should allow ample time for the check-in procedures.

How can I get help if I have trouble checking in or listening to the annualspecial meeting online?

If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

how to vote shares with respect to which they hold a proxy. If you have granted a proxy and the annualspecial meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

How can I contact Palantir’s transfer agent?

You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at +1-781-575-3105, or by writing Computershare Trust Company, N.A., at 462 South 4th150 Royall Street, Suite 1600, Louisville, Kentucky 40202.101, Canton, Massachusetts 02021. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at www.computershare.com/investor.

How are proxies solicited for the annualspecial meeting and who is paying for such solicitation?

Our Board of Directors is soliciting proxies for use at the annualspecial meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing, and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks, and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks, or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications, or other means by our directors, officers, or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

Where can I find the voting results of the annualspecial meeting?

We anticipate announcing preliminary voting results at the annualspecial meeting. We will also disclose voting results on a Current Report on Form 8-K (a “Form 8-K”) that we will file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the meeting. If final voting results are not available to us in time to timely file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this Proxy Statement, and our annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals,proposal, how to request printed copies of the proxy materials, and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annualstockholder meetings.

What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?

If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow

I share an address with another stockholder, and we received only one paper copy of the Notice of Internet Availability or Proxy Statement and annual report.Statement. How may I obtain an additional copy of the Notice of Internet Availability or Proxy Statement and annual report?Statement?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the Proxy Statement, and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the Proxy Statement, and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Noticefuture Notices of Internet Availability, or Proxy Statement, andor annual report,reports, as applicable, you may contact us as follows:

Palantir Technologies Inc.

Attention: Investor Relations

1555 Blake1200 17th Street, Suite 250Floor 15

Denver, Colorado 80202

(720) 358-3679

Street name stockholders may contact their broker, bank, or other nominee to request information about householding.

Mr. Thiel has been selected to serve on our Board of Directors due to his leadership and experience as an entrepreneur and venture capitalist and as one of our co-founders.

Alexander Moore. Mr. Moore has served as a member of our Board of Directors since July 2020. Mr. Moore initially joined us in February 2005 as one of the founding employees and served as our director of operations until March 2010. In February 2013, Mr. Moore co-founded NodePrime, a cloud automation company, where he served as Chief Operating Officer until its acquisition by Ericsson in April 2016. In May 2017, he joined 8VC, a venture capital fund, where he currently serves as partner. Mr. Moore holds a B.A. in Economics from Stanford University.

Mr. Moore has been selected to serve on our Board of Directors due to the perspective and experience he brings as an entrepreneur and venture capitalist and as one of our founding employees.

Spencer Rascoff. Mr. Rascoff has served as a member of our Board of Directors since July 2020. Mr. Rascoff is an entrepreneur and company leader who co-founded Zillow, Pacaso, Hotwire, and dot.LA, and who served as Zillow’s Chief Executive Officer for a decade. Prior to Zillow, Mr. Rascoff co-founded and was VP Corporate Development of Hotwire, which was sold to Expedia in 2003.

Mr. Rascoff is now an active angel investor in over 50 companies through his venture firm 75 & Sunny Ventures. He is chairman of dot.LA, a news site covering the Los Angeles tech scene, and also chairman of Pacaso, a real estate platform for buying second homes. Mr. Rascoff is also co-chair and founder of a family of SPACs at Supernova Partners Acquisition Company. Mr. Rascoff is a former Board of Directors member of Zillow Group, TripAdvisor, Zulily, Julep, and several other tech companies. Before his consumer web career, Mr. Rascoff worked in investment banking at Goldman Sachs and in private equity at TPG Capital. Mr. Rascoff graduated cum laude from Harvard University with a B.A. in Government.

Mr. Rascoff has been selected to serve on our Board of Directors based on his extensive experience as a director and executive officer of both publicly and privately held technology companies and his financial expertise.

Alexandra Schiff. Ms. Schiff has served as a member of our Board of Directors since July 2020. Ms. Schiff worked as a reporter for The Wall Street Journal from June 2004 to March 2005 and April 2013 to June 2020. From 2006 to 2009, she served as a staff writer and then contributing editor at Condé Nast Portfolio, a magazine that was formerly part of Condé Nast, a global media company. She has written for publications including The New York Times, Vanity Fair, and Bloomberg Businessweek. She is currently working on her second book for Simon & Schuster. Ms. Schiff holds a B.A. in English from Duke University.

Ms. Schiff has been selected to serve on our Board of Directors due to her business acumen and the unique perspectives she brings as a journalist.

Lauren Friedman Stat. Ms. Stat has served as a member of our Board of Directors since January 2021. Ms. Stat brings a wide range of business and leadership experience, including 15 years of experience at Accenture, where she served as a senior advisor to Fortune 100 companies, helping her clients develop new strategies, optimize operations, and manage large-scale change. During her tenure at Accenture, she developed deep healthcare expertise and held multiple roles, including leadership of sales pursuits, management of global operations, and responsibility for the growth and profitability of a segment of business. She holds a B.S. in Science, Technology, and Society with a dual concentration in Math and Chemistry from Stanford University.

Ms. Stat has been selected to serve on our Board of Directors due to her wide range of business and leadership experience, including leadership of sales pursuits, management of global operations, and responsibility for the growth and profitability of a segment of business.

Director Independence

Our Class A common stock is listed on the NYSE. As a company listed on the NYSE, we are required under NYSE listing rules to maintain a board consisting of a majority of independent directors as determined affirmatively by our Board of Directors. Under NYSE listing rules, a director will only qualify as an independent director if that listed company’s board of directors affirmatively determines that the director has no material relationship with such listed company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with such listed company). In addition, the NYSE listing rules require that, subject to specified exceptions, each member of our Audit and Compensation, Nominating & Governance Committees be independent.

Audit Committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing rules applicable to Audit Committee members. Compensation, Nominating & Governance Committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and NYSE listing rules applicable to members of compensation committees.

Our Board of Directors has undertaken a review of the independence of our directors. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board of Directors has determined that each of Messrs. Moore and Rascoff and Mses. Schiff and Stat do not have any material relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us) and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE.

In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with Palantir and all other facts and circumstances that our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

There are no family relationships among any of our directors, director nominees, or executive officers.

Leadership Structure of our Board of Directors

Our corporate governance framework provides our Board of Directors flexibility to determine the appropriate leadership structure for Palantir, and whether the roles of chairperson and CEO should be separated or combined. In making this determination, our Board of Directors considers many factors, including the needs of the business, our Board of Directors’ assessment of its leadership needs from time to time, and the best interests of our stockholders. If the role of chairperson is filled by a director who does not qualify as an independent director, then our corporate governance guidelines provide that one of our independent directors may serve as our lead independent director.

Our Board of Directors believes that it is currently appropriate to separate the roles of chairperson and CEO. The CEO is responsible for day-to-day leadership, while our chairperson ensures that our Board of Directors’ time and attention is focused on providing oversight of management and matters critical to Palantir. Our Board of Directors believes that Mr. Thiel’s deep knowledge of Palantir and Palantir’s industry, as well as strong leadership and governance experience, enable Mr. Thiel to lead our Board of Directors effectively.

Role of Board of Directors in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage

risk in our operations. Management is responsible for the day-to-day management of risks Palantir faces, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our Board of Directors reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular Board of Directors meeting, receives reports on all significant committee activities at each regular Board of Directors meeting, and evaluates the risks inherent in significant transactions.

In addition, our Board of Directors has tasked designated standing committees with oversight of certain categories of risk management. Our Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and also, among other things, discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Compensation, Nominating & Governance Committee assesses risks relating to our executive compensation plans and arrangements and assesses risks relating to our corporate governance practices, the performance of our Board of Directors, and the composition of our Board of Directors.

Our Board of Directors believes its current leadership structure supports the risk oversight function of the Board of Directors.

Committees of our Board of Directors

Our Board of Directors has established the following standing committees: Audit Committee and Compensation, Nominating & Governance Committee. The composition and responsibilities of each of the committees of our Board of Directors is described below.

Audit Committee

The current members of our Audit Committee are Messrs. Moore and Rascoff and Ms. Stat. Mr. Rascoff is the chairperson of our Audit Committee. Our Board of Directors has determined that each member of our Audit Committee meets the requirements for independence of Audit Committee members under the rules and regulations of the SEC and the listing standards of the NYSE, and also meets the financial literacy requirements of the listing standards of the NYSE. Our Board of Directors has determined that Mr. Rascoff is an Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K. Our Audit Committee is responsible for, among other things:

Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our Audit Committee is available on our website at https://investors.palantir.com/governance/governance-documents. During 2020, our Audit Committee, which was formed in September 2020, held one meeting.

Compensation, Nominating & Governance Committee

The current members of our Compensation, Nominating & Governance Committee are Mr. Moore and Ms. Schiff. Our Board of Directors has determined that each member of our Compensation, Nominating & Governance Committee meets the requirements for independence for Compensation, Nominating & Governance Committee members under the rules and regulations of the SEC and the listing standards of the NYSE. Each member of the Compensation, Nominating & Governance Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Compensation, Nominating & Governance Committee is responsible for, among other things:

Our Compensation, Nominating & Governance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our Compensation, Nominating & Governance Committee is available on our website at https://investors.palantir.com/governance/governance-documents. During 2020, our Compensation, Nominating & Governance Committee, which was formed in September 2020, held no meetings, but did take certain actions by unanimous written consent.

Attendance at Board and Stockholder Meetings

During our fiscal year ended December 31, 2020, our Board of Directors held fourteen meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (1) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at the annual meetings of stockholders, we strongly encourage, but do not require, directors to attend. This annual meeting will be our first annual meeting of our stockholders as a public company.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable NYSE rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions without management directors or management present on a periodic basis but no less than twice a year. Such executive sessions will be led by independent directors. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis but not less than twice a year.

Compensation, Nominating & Governance Committee Interlocks and Insider Participation

During 2020, the members of our Compensation, Nominating & Governance Committee were Mr. Moore and Ms. Schiff. None of the members of our Compensation, Nominating & Governance Committee currently serves, or in the past year has served, as an officer or employee of Palantir. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity (other than our subsidiaries) that has one or more of its executive officers serving on our Board of Directors.

Considerations in Evaluating Director Nominees

The Compensation, Nominating & Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. The Compensation, Nominating & Governance Committee requires certain minimum qualifications to be satisfied by any nominee for a position on our Board of Directors, including but not limited to the highest personal and professional ethics and integrity and proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. In its evaluation of director candidates, including the current directors eligible for re-election, our Compensation, Nominating & Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors and other director qualifications. In addition, the Compensation, Nominating & Governance Committee considers the following qualifications in assessing director nominees including, without limitation, issues of character, integrity, judgment, corporate experience, diversity of experience, background, independence, area of expertise, length of service, potential conflicts of interest, other commitments and the like, including as required by applicable laws, rules, and regulations. Our Board of Directors believes that our Board of Directors should be a diverse body, and the Compensation, Nominating & Governance Committee considers a broad range of perspectives, backgrounds, and experiences.

If our Compensation, Nominating & Governance Committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its

evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Compensation, Nominating & Governance Committee, Board of Directors, or management.

After completing its review and evaluation of director candidates, our Compensation, Nominating & Governance Committee recommends to our full Board of Directors the director nominees for selection. Our Compensation, Nominating & Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board of Directors.

Stockholder Recommendations and Nominations to our Board of Directors

Our Compensation, Nominating & Governance Committee will consider recommendations and nominations for candidates to our Board of Directors from stockholders holding at least one percent of our fully diluted capitalization continuously for at least twelve months prior to the date of the submission of the recommendation in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation, amended and restated bylaws, all applicable company policies, and all applicable laws, rules, and regulations, including those promulgated by the SEC. Our Compensation, Nominating & Governance Committee will evaluate such recommendations in accordance with its charter, our bylaws and corporate governance guidelines, and the director nominee criteria described above.

A stockholder that wants to recommend a candidate for election to our Board of Directors should direct the recommendation in writing by letter to Palantir Technologies Inc., attention of the Chief Legal and Business Affairs Officer, at 1555 Blake Street, Suite 250, Denver, Colorado 80202. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us, and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board of Directors membership.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board of Directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2022 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2022 Annual Meeting.”

Communications with our Board of Directors

Stockholders and other interested parties wishing to communicate directly with our directors may do so by writing and sending the correspondence to our Chief Legal and Business Affairs Officer or Legal Department by mail to our corporate headquarters at Palantir Technologies Inc., 1555 Blake Street, Suite 250, Denver, Colorado 80202.

Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if our common stock is held by a nominee, the name and address of the beneficial owner of our common stock, or, if such party is not a stockholder, the name and address and other relevant contact information of such party, and (ii) if applicable, the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Chief Legal and Business Affairs Officer or Legal Department, in consultation with appropriate directors as necessary, shall review all incoming communications submitted in accordance with this policy (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations, and patently offensive or otherwise inappropriate material), and, if appropriate, will route such communications to the appropriate director(s) or, if none is specified, to the Chairperson of the Board of Directors or the Lead Independent Director if there is not an independent Chairperson of the Board of Directors and our Board of Directors has appointed a Lead Independent Director.

Our Chief Legal and Business Affairs Officer or Legal Department may decide in the exercise of his, her, or its judgment whether a response to any communication is necessary and shall provide a report to the Compensation, Nominating & Governance Committee on a quarterly basis of any stockholder communications received to which the Chief Legal and Business Affairs Officer or Legal Department has responded.

These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Corporate Governance Guidelines and Code of Conduct

Our Board of Directors has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our Board of Directors, and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a code of conduct that applies to all of our officers, directors, employees, contractors, and consultants, including our CEO, Chief Financial Officer (“CFO”), and other executive and senior financial officers. The full text of our corporate governance guidelines and our code of conduct is posted on the investor relations page on our website. We intend to disclose any amendments to our code of conduct, or waivers of its requirements, on our website or in filings under the Exchange Act.

Director Compensation

Prior to the listing of our Class A common stock on the NYSE, we did not have a formal policy with respect to compensation payable to our non-employee directors for service as directors. From time to time, we have granted equity awards to certain non-employee directors to entice them to join our Board of Directors or for their continued service on our Board of Directors. In July 2020, our Board of Directors approved new awards of restricted stock units (“RSUs”) covering 148,305 shares of Class A common stock to each of Ms. Schiff and Messrs. Rascoff and Moore. The shares subject to the foregoing awards vest upon the satisfaction of both a service-based vesting condition and a performance-based vesting condition. The performance-based vesting condition was satisfied in connection with our direct listing on the NYSE. The service-based vesting condition is satisfied in four equal annual installments beginning on July 1, 2021, subject in each case to continued service to us through each such date. Directors are also entitled to be reimbursed for expenses associated with attending meetings of our Board of Directors.

Our Outside Director Compensation Policy was adopted by our Board of Directors and approved by our stockholders in September 2020 in connection with our direct listing.

Pursuant to our Outside Director Compensation Policy, each non-employee director (or “outside director”) other than Mr. Thiel (each, a “Non-Founder Outside Director”) will be eligible to receive compensation for his or her service consisting of cash retainers and equity awards. Mr. Thiel will not receive compensation or benefits under the Outside Director Compensation Policy, other than potential reimbursement of expenses as described below. Our Board of Directors may amend, alter, suspend, or terminate the Outside Director Compensation Policy at any time and for any reason, provided that no such amendment, alteration, suspension, or termination will materially impair the rights of an outside director with respect to compensation that already has been paid or awarded,

unless otherwise mutually agreed in writing between the outside director and us. The Outside Director Compensation Policy will be administered by our Board of Directors or a designated committee of our Board of Directors.

Cash Compensation

Pursuant to our Outside Director Compensation Policy, all Non-Founder Outside Directors serving as directors during the fourth quarter of our fiscal year ended December 31, 2020 (Messrs. Moore and Rascoff, and Ms. Schiff) were paid cash compensation as set forth below, prorated for one quarter.

For clarity, each Non-Founder Outside Director who serves as the chairperson of a committee will receive only the additional annual fee for services as the chair of the committee and not the additional annual fee for services as a member of the committee while serving as such chair.

Each annual cash retainer and additional annual fee will be paid quarterly in arrears on a prorated basis to each outside director who has served in the relevant capacity at any point during the immediately preceding fiscal quarter. Mr. Thiel will not receive any cash compensation under the Outside Director Compensation Policy.

Equity Compensation

Non-Founder Outside Directors will be eligible to receive all types of awards other than incentive stock options under our 2020 Equity Incentive Plan (“2020 Plan”). Mr. Thiel will not receive any equity compensation under the Outside Director Compensation Policy. Pursuant to our Outside Director Compensation Policy, nondiscretionary, automatic grants of equity awards will be made to our Non-Founder Outside Directors as follows:

The “value” for the awards of RSUs described above means the grant date fair value determined in accordance with U.S. generally accepted accounting principles, or such other methodology as our Board of Directors or a designated committee of our Board of Directors may determine prior to the grant of the applicable award.

Pursuant to our Outside Director Compensation Policy, each Non-Founder Outside Director award is treated in accordance with our 2020 Plan, which provides that in the event of a change in control, all restrictions on any outside director’s outstanding awards will lapse, and all performance goals or other vesting requirements for his or her performance awards will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Non-Founder Outside Directors also may be eligible to receive other compensation and benefits, as may be determined by our Board of Directors or a designated committee of our Board of Directors from time to time. In addition, each outside director, including Mr. Thiel, is entitled to be reimbursed for their reasonable, customary, and properly documented, out-of-pocket expenses in connection with service on our Board of Directors or any committee of our Board of Directors.

Pursuant to our Outside Director Compensation Policy, no Non-Founder Outside Director may be granted awards with values, and be provided any other compensation (including without limitation any cash retainers or fees) with amounts that, in any fiscal year, in the aggregate, exceed $750,000, provided that such amount is increased to $1,500,000 in the fiscal year in which the individual first becomes a Non-Founder Outside Director. Any awards or other compensation provided to an individual (a) for his or her services as an employee, or for his or her services as a consultant other than as a Non-Founder Outside Director, or (b) prior to the effective date of the Outside Director Compensation Policy, will be excluded for purposes of the foregoing limits.

The following table sets forth information regarding compensation earned by or paid to our outside directors during our fiscal year ended December 31, 2020:

On November 23, 2020, shortly following Adam Ross’ resignation from our Board of Directors, our Compensation, Nominating & Governance Committee amended the stock option to purchase 400,000 shares of our Class A common stock that was granted to Mr. Ross on November 10, 2017 under our 2010 Equity Incentive Plan (as amended from time to time, the “Amended 2010 Equity Incentive Plan,” or the “2010 Plan”) to provide that the vested portion of the option remain exercisable until August 25, 2023. Prior to such amendment, the vested portion of Mr. Ross’ option generally would have remained exercisable only 90 days following the date Mr. Ross resigned from our Board of Directors, or until November 22, 2020. The grant date fair value of such extension, calculated in accordance with the provisions of ASC Topic 718, was $460,848.

Voting Structure and ArrangementsARRANGEMENTS

Multi-Class Common Stock

We have three series of common stock, Class A common stock, Class B common stock, and Class F common stock, which have different voting rights. Shares of Class A common stock have one vote per share. Shares of Class B common stock have ten votes per share. Subject to the Ownership Threshold (as defined below), shares of Class F common stock will generally have a number of votes per share that would cause the total votes of all shares of Class F common stock, together with other shares of Class A common stock and Class B common stock held by our Founders and their affiliates that are subject to the Founder Voting Agreement or are Designated Founders’ Excluded Shares, to equal 49.999999% of the voting power with respect to a matter. If the Ownership Threshold is not met, the shares of Class F common stock will have ten votes per share. In certain cases, however, even if the Ownership Threshold is met, if the voting power of shares of Class A common stock and Class B common stock held by the Founders or their affiliates that are subject to the Founder Voting Agreement or are Designated Founders’ Excluded Shares collectively equals greater than 49.999999% of the voting power with respect to a matter, then the Class F common stock will have zero votes with respect to such matter.

Founder Voting Trust

All shares of our Class F common stock are held in the Founder Voting Trust. So long as our Founders who are then party to the Founder Voting Agreement and certain of their affiliates collectively meet the Ownership Threshold on the applicable record date, then the Class F common stock, when taken together with all other shares subject to the Founder Voting Agreement and any Designated Founders’ Excluded Shares, (as defined in our amended and restated certificate of incorporation and as described further below), will give our Founders the ability to control up to 49.999999% of the total voting power of our capital stock. The ownership threshold (defined in our amended and restated certificate of incorporation as the “Ownership Threshold”) is 100 million “Corporation Equity Securities,” as defined in our amended and restated certificate of incorporation, and is subject to reduction if a Founder withdraws from the Founder Voting Agreement. As of the record date for the annualspecial meeting, the Ownership Threshold was satisfied.

Our amended and restated certificate of incorporation requires that, with respect to each matter that is submitted to a vote of our stockholders at the annualspecial meeting, each of our Founders who is then party to the Founder Voting Agreement will, no later than three business days prior to the date of the annualspecial meeting (the “Instruction Date”), deliver to our Secretary, the Trustee and each other Founder who is then party to the Founder Voting Agreement an instruction identifying how such Founder desires votes corresponding to the Class F common stock to be cast (which can include a vote of “withhold” or “abstain” that may not constitute a “vote” under the applicable voting standard required to approve the matter or elect the director nominee)matter). All three Founders are currently party to the Founder Voting Agreement. Accordingly, to the extent that at least two Founder instructions contain the same instruction as to how the Class F common stock should be cast in respect of a matter, the shares of Class F common stock held in the Founder Voting Trust will be voted, as a whole, by the Trustee in the manner contained in such matching instructions with respect to such matter. Conversely, if no two voting instructions are the same with respect to a matter, the shares of Class F common stock held in the Founder Voting Trust will be

voted, as a whole, in the following manner by the Trustee with respect to such matter: (i) in the case of a vote on a director nominee, as “withhold,” (ii) in the case of the vote on the frequency of the “say-on-pay” vote, as “abstain,” and (iii) in the case of the ratification of the appointment of our independent registered public accounting firm, as “abstain.” The Trustee will not exercise any voting discretion over the shares of Class F common stock held in the Founder Voting Trust.

Information About Our Capital Stock

The following chart provides information regarding shares of our Class A common stock, Class B common stock, and Class F common stock outstanding as of the close of business on the record date and related information about the number of votes with respect to Proposals 1, 2, and 3.the proposal.

PROPOSAL NO. 2

ADVISORY VOTE ON THE FREQUENCY OF

FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with a non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers as will be disclosed in accordance with the rules of the SEC. This proposal, commonly known as a “Say-When-on-Pay” proposal, gives our stockholders the opportunity to express their views on whether future advisory votes on the compensation of our named executive officers should occur once every year, every two years, or every three years.

The Say-When-on-Pay vote is advisory, and therefore not binding on us, our Compensation, Nominating & Governance Committee, or our Board of Directors, and will not be interpreted as overruling a decision by, or creating or implying any additional fiduciary duty for, our Compensation, Nominating & Governance Committee or our Board of Directors. Nevertheless, our Compensation, Nominating & Governance Committee and our Board of Directors value the opinions of our stockholders and will take into account the outcome of this vote when making future decisions regarding the frequency of holding future advisory votes on the compensation of our named executive officers. We are not required to submit a proposal on the compensation of our named executive officers (commonly known as a “Say-on-Pay” proposal)Current Bylaws without submission to our stockholders untilfor approval, and are expected to become effective after the third anniversarydate scheduled for the special meeting (regardless of the first sale of our shares in our direct listing. Accordingly, we will submit our first Say-on-Pay proposal to our stockholders no later than such third anniversary, and, subject to our consideration of stockholder support for the recommendation of our Board of Directors on this proposal, every three years after the submission of that first proposal.

Vote Required

You have four choices for voting on this proposal. You may indicate your preference, on an advisory basis, as to whether future advisory votes on named executive officer compensation should be conducted every ONE YEAR, TWO YEARS,outcome or THREE YEARS. You may also ABSTAIN from voting. Stockholders are not voting to approve or disapprove the recommendationresults of the Board of Directors, and the outcomespecial meeting). We have included a summary of the voteprincipal amendments to be reflected in the New Bylaws in order to provide additional background to stockholders on the terms of the Settlement. This discussion of the New Bylaws is not binding on us. Rather,a summary only and is qualified in its entirety by reference to the frequencyNew Bylaws, a copy of which is attached as Appendix B-1. For convenience of reference, a copy of the New Bylaws showing the changes from our Current Bylaws, with deleted text shown in strikethrough and added text shown as double-underlined, is attached as Appendix B-2.

Determination of Quorum

Section 2.6 of the Current Bylaws provides, among other things, that receives the greatest number of votes cast byin determining the voting power of the shares of our capital stock (including our Class F common stock) that are issued and outstanding and entitled to vote for purposes of assessing the presence or absence of a quorum at a stockholder meeting, we shall use reasonable best efforts to, first, perform the procedures set forth in Section 231(b)(1)-(2) of the DGCL with respect to all of the outstanding shares of our capital stock (excluding our Class F common stock) and, second, perform the procedures set forth in Section 231(b)(1)-(2) of the DGCL with respect to all of the outstanding shares of our capital stock (including our Class F common stock). The New Bylaws would require us to engage an inspector or inspectors of election with respect to a stockholder meeting to perform such procedures, as applicable.

Determination of Voting Power

Section 2.9 of the Current Bylaws provides, among other things, that, for purposes of determining the voting power of shares of our capital stock present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon will be consideredon a matter, we shall use reasonable best efforts to, first, perform the preferred frequencyprocedures set forth in Section 231(b)(1)-(2) of the DGCL with respect to all of the outstanding shares of our stockholders. Broker non-votescapital stock (excluding our Class F common stock) and, abstentions will have no effect onsecond, perform the outcomeprocedures set forth in Section 231(b)(1)-(2) of the vote.DGCL with respect to all of the outstanding shares of our capital stock (including our Class F common stock). The New Bylaws would remove the “reasonable best efforts” qualification and require us to engage an inspector or inspectors of election to perform such procedures in determining the voting power of such shares at a stockholder meeting.

BoardSection 2.10 of Directors Recommendationthe Current Bylaws provides that, for purposes of determining the voting power of shares of our outstanding stock with respect to a stockholder action by written consent or consents without a meeting, we shall use reasonable best efforts to, first, perform the procedures set forth in Section 231(b)(1)-(2) of the DGCL with respect to all of the outstanding shares of our capital stock (excluding our Class F common stock) and, second, perform the procedures set forth in Section 231(b)(1)-(2) of the DGCL with respect to all of the outstanding shares of our capital stock (including our Class F common stock). The New Bylaws would remove the “reasonable best efforts” qualification and specify that we shall perform such procedures to determine the voting power of such shares with respect to a stockholder action by written consent or consents without a meeting.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “THREE YEARS” AS THE STOCKHOLDERS’ PREFERRED FREQUENCY FOR FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.Independent Certifier

The New Bylaws would insert a new Section 2.14 to our bylaws entitled “Founder Shares,” which would require that, in connection with any meeting of stockholders requiring a stockholder vote where the applicable record

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is a committee of the Board of Directors composed solely of independent directors as required by the NYSE listing rules and the rules and regulations of the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors. This written charter is reviewed periodically for changes, as appropriate. With respect to Palantir’s financial reporting process, Palantir’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Palantir’s consolidated financial statements. Palantir’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of Palantir’s consolidated financial statements and internal control over financial reporting. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare Palantir’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:

Based on the review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Palantir’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Spencer Rascoff (Chair)

Alexander Moore

Lauren Friedman Stat

This Audit Committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Palantir under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent Palantir specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of April 16, 2021.

For Messrs. Karp and Cohen’s biographies, see the section titled “Nominees for Director.”

Shyam Sankar. Mr. Sankar has served in various positions with us since 2006, most recently as our Chief Operating Officer (“COO”) and Executive Vice President. Mr. Sankar holds a B.S. in Electrical and Computer Engineering from Cornell University and a M.S. in Management Science and Engineering from Stanford University.

David Glazer. Mr. Glazer has served in various positions with us since 2013, most recently as our CFO and Treasurer. Mr. Glazer holds a B.A. in History from Santa Clara University and a J.D. from Emory University School of Law.

Matthew Long. Mr. Long has served in various positions with us since 2009, most recently as our General Counsel. Mr. Long holds a B.A. in Political Science and Communication from Stanford University and a J.D. from Harvard Law School. Mr. Long has transitioned from his position as our General Counsel and as an executive officer, effective on the date of this proxy statement, and has commenced a new role as a Senior Advisor to us.

Ryan Taylor. Mr. Taylor has served in various positions with us since 2010, most recently as our Chief Legal and Business Affairs Officer (“CLBAO”). Mr. Taylor holds a B.S. in Computer Science, an M.S. in Management Science & Engineering from Stanford University, and a J.D. from Harvard Law School.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) includes a detailed discussion of compensation for the following executive officers during the fiscal year ended December 31, 2020, which we refer to as our Named Executive Officers (“NEOs”):

Executive Summary

2020 was a milestone year for Palantir, including our direct listing on the New York Stock Exchange in September. Our fiscal year 2020 financial results showed sequential improvement year-over-year, including year-over-year revenue growth of 47%. We look forward to carrying our momentum into 2021 and beyond.

We believe that our executive compensation program directly supports our business strategy and that it has helped drive our success—and retention of NEOs—to this point. Our program is designed to attract, retain, and motivate our leadership team in a highly competitive technology talent market while simultaneously aligning executive interests with those of our stockholders. To reward our NEOs for navigating Palantir through the listing process and leading a public company, and in order to incentivize and retain them through the public listing process, the critical early days as a public company, and into the years ahead, our Board of Directors or its committees designed pre-listing award packages for all of our NEOs. These packages for our CEO, our President, and our COO were composed of a combination of RSUs and grants of out-of-the-money options, while the packages for our CFO and our CLBAO were composed of RSUs. After the initial vesting event upon the direct listing, the RSU award for our CFO vests a greater percentage in the final year to encourage retention.

In particular, our CEO’s pre-listing award contains a combination of time-based RSUs and out-of-the-money options that vest over a ten-year period beginning in August 2021. The pre-listing awards granted to our President and our COO contain a combination of time-based RSUs and out-of-the-money options that vest over a five-year period beginning in August 2021. The exercise price of the out-of-the-money options was intended to incentivize sustainable returns to our stockholders and was thus set at $11.38, which was almost 50% higher than the $7.60 then-current fair market value of a share of our common stock (and equal to the per-share price paid in our last round of preferred stock financing).

Compensation Philosophy

Our executive compensation philosophy is shaped by a strong belief that competitiveness of pay opportunities alongside a long-term, performance-based pay orientation drives our success and returns for our stockholders. The objective of our executive compensation program is to attract, retain, and incentivize the most talented personnel who embody our mission and values, increase the competitiveness of our overall compensation program relative to other companies we compete with for such personnel, and incentivize them to work diligently to further our growth and profitability. We do this by designing programs that link executive compensation to overall company performance and the interests of our stockholders.

As our business evolves, we intend to continually evaluate our compensation programs, and we intend to review executive compensation annually in light of our performance, macroeconomic and sector-specific developments and market data trends that may impact executive compensation. We will undertake future evaluations with the support of and input from outside executive compensation consultants and other relevant experts.

Our compensation philosophy is centered around the following principles:

To further these principles, we intend to conform to the following corporate governance and compensation principles:

Our Compensation-Setting Process

Role of our Board of Directors, Special Committees and the Compensation, Nominating & Governance Committee

Our Board of Directors has historically been responsible for overseeing all aspects of our executive compensation programs other than items which involved employee directors. For example, in June 2020 our Board of Directors approved the exchange of “underwater” options (that is, stock options with an exercise price in excess of the then-current fair market value) for substantially all employees (not including our employee board members), including for Messrs. Sankar, Glazer, and Taylor, as described in more detail below. Our Board of Directors has also from time to time delegated certain responsibilities, including compensation for employee directors, to special committees, as described in more detail below. In 2020, our Board of Directors formed the Compensation, Nominating & Governance Committee in connection with our public listing, and as we continue to transition and grow as a public company, the Compensation, Nominating & Governance Committee will generally oversee our executive compensation program, including the compensation of our CEO.

During 2020, our Board of Directors established and delegated authority to certain special committees to assess and approve certain elements of executive officer compensation, including long-term equity incentive awards and other aspects of executive compensation. Specifically, in June 2020, at the same time our Board of Directors approved the exchange of underwater options for substantially all employees (other than our employee board members), our Board of Directors established an Option Review Committee (the “Option Review Committee”) consisting of Mr. Thiel and Mr. Karp to, among other things, assess Mr. Cohen’s underwater option in light of the purpose of our compensation program. Because Mr. Cohen was himself a member of our Board of Directors, our Board of Directors felt it was appropriate to establish this Option Review Committee in order to ensure an independent review of Mr. Cohen’s equity compensation. Mr. Karp did not have any underwater options and thus no modifications were considered or made to his options.

In addition, in July 2020, our Board of Directors established a Special Compensation Committee of our Board of Directors consisting of three independent Board of Directors members, Messrs. Rascoff, Ross, and Moore, to assess whether our compensation programs were appropriately structured to engage and retain Messrs. Karp, Cohen, and Sankar (the “Special Compensation Committee”). The Special Compensation Committee deemed it prudent to review each such executive’s historical compensation and consider and approve new equity awards or

other compensation changes as deemed appropriate. As above, our Board of Directors felt that creating a special committee of independent directors to carefully assess and determine the appropriate compensation of these executives provided the independent approach that was in the best interests of our stockholders.

Our Compensation, Nominating & Governance Committee was established in connection with our public listing, and as we continue to transition and grow as a public company, the Compensation, Nominating & Governance Committee will generally oversee our executive compensation program, including the compensation of our CEO.

Role of Management

Members of management typically make recommendations to our Board of Directors or the applicable committee of our Board of Directors, attend certain Board of Directors and committee meetings, and are involved in the process for determining our NEOs’ compensation, provided that no member of management makes recommendations as to their own compensation or participates in final Board of Directors or committee deliberations about or determinations of their own compensation. Our Board of Directors and committees consider management recommendations but are not required to follow any recommendations and may adjust compensation up or down as they determine in their discretion. Our Board of Directors and/or committees, as applicable, review the recommendations of management, and other data in determining each NEO’s total compensation, as well as each individual pay component.

Role of the Compensation Consultant

The Compensation, Nominating & Governance Committee has the authority to engage its own advisors to assist in carrying out its responsibilities, as did each of the Option Review Committee and Special Compensation Committee. Semler Brossy Consulting Group (“Semler Brossy”) was originally engaged in the spring of 2019 and was engaged by the Special Compensation Committee in July of 2020. Throughout 2020, Semler Brossy supported our Board of Directors, the Option Review Committee and the Special Compensation Committee and, once established in connection with our public listing, the Compensation, Nominating & Governance Committee, by providing guidance regarding the amount and types of compensation and structures of compensation programs and awards that we provide to our executives, input on how our compensation practices compare to the compensation practices of other similarly situated high-growth technology companies, and advice on other compensation-related matters. Currently, Semler Brossy reports directly to the Compensation, Nominating & Governance Committee, although Semler Brossy may meet with members of management for the purposes of gathering information on proposals that management may make to our Board of Directors or its committees. Semler Brossy is independent under applicable guidelines and does not provide any services to us other than the services provided to our Board of Directors and its committees.

Use of Comparative Market Data

Our Board of Directors or the special committees (the Option Review Committee and the Special Compensation Committee), as applicable, assessed each element of the NEOs’ total direct compensation, against aggregate market data.

When comparing the magnitude and design of our listing-related awards to market practices, our Board of Directors and its special committees reviewed trends at pre-IPO / listed technology companies that met various criteria and considerations, including:

In addition to the above, we referenced Radford Global Technology survey data as an informal input into decision making throughout the year. As such, we did not benchmark our NEOs against any specific percentile or cohort of the survey. We did not engage in formalized benchmarking against a peer group in 2020.

Elements of Executive Pay and 2020 Compensation

Additional information on our executive pay arrangements can be found in the “Executive Compensation and Related Arrangements” section of this Proxy Statement, and certain of the executive pay arrangements described in this CD&A are also described in the “Executive Compensation” section of Palantir’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on September 30, 2020 (the “Prospectus”).

Base Salary

Our base salaries provide cash compensation to our NEOs that reflects a baseline rate for their services. Cash compensation has not been, nor have we intended it to be, the most significant form of compensation for our executives. We determine our base salary rates based upon each individual’s role, impact for Palantir, and base salary rates at similar companies. Descriptions of additional compensatory arrangements and values are described in further detail in the Summary Compensation Table.

Annual Distribution

We have in recent years provided substantially all of our employees, including our NEOs, with a company distribution. The company distribution has been awarded based on Palantir’s performance, as an additional means to incentivize and reward employees for their efforts in advancing Palantir’s performance. Distribution amounts for individual employees are generally determined on the basis of role and tenure. This distribution has historically represented a minimal portion of our NEOs’ overall compensation opportunity. The distribution with respect to 2020 was granted in the form of RSUs that are scheduled to vest in full as of May 13, 2021, subject to each employee’s continued service with us. The company distribution consisted of a grant of 1,213 RSUs, with a grant date fair value of $28,081, for each of Messrs. Karp, Cohen, Sankar, and Taylor and a grant of 995 RSUs, with a grant date fair value of $23,034, for Mr. Glazer.

Equity Compensation

Prior to our direct listing, our Board of Directors granted awards to our key executives, including our NEOs, that would support their retention and motivate their continued strong performance following our direct listing.

Equity Awards to our CEO, President, and COO

In 2020, our Board of Directors considered establishing an independent committee to review the compensatory arrangements for our CEO, President, and COO that would encourage their long-term retention and motivate success against our goals of long-term growth and stockholder value delivery, particularly in light of the then-upcoming direct listing of our shares and the focus, dedication and expertise it would take to successfully complete the listing, transition to a publicly traded company, and continue our growth trajectory in the years to come.

The Special Compensation Committee was formed to review the compensation of these three executives. A central theme of the compensation review was ensuring the near- and long-term success of Palantir through the retention of critical executive talent. As a result, the Special Compensation Committee paid particular attention to the variety of other opportunities each executive could pursue as well as the individual leadership skillsets that each of these executives brings to Palantir. In its assessment, the Special Compensation Committee also considered that previous individual equity grants made to these executives were largely scheduled to vest by 2022, which increased the importance of providing compensation to retain, motivate, and engage them over the longer term.

The Special Compensation Committee worked closely with its compensation consultant Semler Brossy to assess the appropriate compensation structure for each of these executives and ultimately determined that equity grants made in the form of RSUs (“Executive RSUs”) and out-of-the-money options (“Executive Options”) best balanced the need to retain these executives over the long-term and the desire to tie their compensation to our long-term performance and success. Board of Directors member and Board of Directors Chairman Mr. Thiel also presented to the Special Compensation Committee, including with regard to the importance of awards that promoted retention and incentivized performance and provided input on the potential structure.

Ultimately, in structuring these awards, the Special Compensation Committee sized the awards and attached vesting conditions that reflected a long-term view of our growth potential and of the criticality of the executive team to shepherding our success. Specifically, the grants to Mr. Karp will, upon commencement of vesting in August 2021, represent the majority of his compensation and are scheduled to vest over a ten-year period. The grants to Messrs. Cohen and Sankar will, upon commencement of vesting in August 2021, represent the majority of their compensation and are scheduled to vest over a five-year period. The longer vesting periods of the pre-listing grants to our CEO, President, and COO were intended to foster their longer-term retention and to ensure that their compensation packages provide the appropriate risk-and-reward profile and focus on sustainable growth. In particular, the Special Compensation Committee determined that the ten-year vesting period beginning in August 2021 of the awards provided to Mr. Karp was critical to achieving these objectives given his role as Palantir’s CEO. The Special Compensation Committee felt a five-year vesting period beginning in August 2021 for the awards for Messrs. Cohen and Sankar was critical to achieving these objectives given their roles.

After contemplation and discussions with management and Semler Brossy, on August 6, 2020, prior to our direct listing, the Special Compensation Committee granted the Executive Options and Executive RSUs as follows:

Each Executive Option has an exercise price of $11.38 per share, which was almost 50% higher than the $7.60 then-current fair market value of a share of our common stock (and equal to the per-share price paid in our last round of preferred stock financing), and therefore created direct alignment between the realizable value of the Executive Options and the delivery of value to our stockholders without incentivizing excessive risk-taking.

Each RSU award (Executive RSU awards and other RSU awards made before our direct listing, including those made to Messrs. Glazer and Taylor discussed below) is scheduled to vest upon the satisfaction of both a service-based and a performance-based vesting condition. The performance-based condition included the achievement of a successful public offering (or other successful exit event), to motivate our executives to help us achieve an exit.

The performance-based condition was satisfied with our direct listing on September 30, 2020, due in part to the extraordinary efforts of our NEOs. If a qualifying exit event had not occurred by November 4, 2026, the RSUs would have been forfeited for no consideration.

The service-based vesting condition of the Executive RSUs and the time-based vesting conditions of the Executive Options are substantially the same, explained in more detail above, and are intended to provide long-term retention incentives. As with RSUs granted to other employees, the Executive RSUs will be subject to automatic “sell to cover” upon vesting, whereby a portion of RSU shares will be automatically sold to cover tax withholding obligations incurred in connection with each vesting date, the proceeds from which we are required to remit to the appropriate tax authorities on behalf of the executives.

The Special Compensation Committee considered the importance of aligning the interests of our stockholders and the incentives associated with these awards, including with respect to a potential future acquisition of Palantir. In particular, the Special Compensation Committee wanted to appropriately motivate these executives to pursue a change in control of Palantir where doing so was in the best interests of our stockholders and structured the awards in a manner intended to do so, as described below.

Under the original terms of the Executive Option and Executive RSUs granted to our CEO, upon a change in control of Palantir, if he remains a service provider through immediately prior to the change in control, 20% of the shares subject to the applicable award would have accelerated and fully vested immediately prior to such change in control. However, in January 2021, our Compensation, Nominating & Governance Committee revisited this provision of Mr. Karp’s Executive Options and Executive RSUs. After analysis and guidance from Semler Brossy, the Compensation, Nominating & Governance Committee felt that these provisions could better align Mr. Karp’s incentives with those of our stockholders. The Compensation, Nominating & Governance Committee determined it could more strongly incentivize him to appropriately consider Palantir change in control scenarios that are in the best interests of our stockholders, particularly in the earlier years of his awards’ vesting schedules, while neither excessively encouraging nor discouraging the pursuit of these transactions, by further modifying the acceleration provisions. As a result, the Compensation, Nominating & Governance Committee amended Mr. Karp’s Executive Options and Executive RSUs to provide that, in the event of a change in control, and provided he remains a service provider through immediately prior to the change in control, the greater of (i) 20% of the shares subject to the applicable award or (ii) 50% of the remaining unvested portion of the applicable award will accelerate and fully vest immediately prior to the change in control.

The Executive Options and Executive RSUs granted to Messrs. Cohen and Sankar provide that if Palantir experiences a change in control, and the Named Executive Officer remains a service provider through immediately prior to the change in control, 40% of the shares subject to the applicable award will accelerate and fully vest immediately prior to such change in control.

CFO and CLBAO Pre-Listing Grants

In August 2020, our Board of Directors worked with Semler Brossy to review the overall compensation arrangements for Messrs. Glazer and Taylor. Our Board of Directors felt it was appropriate to both reward these executives for their efforts on behalf of Palantir, including toward successful completion of our direct listing, and to provide equity awards that would both retain and motivate them over the next several years. Our Board of Directors considered whether a similar combination of Executive Options and Executive RSUs as provided to our CEO, President, and COO would be appropriate, but ultimately determined that RSUs would be the most appropriate vehicle for our CFO and CLBAO given the direct alignment between the value of RSUs at vest and changes in our stock price. As a result, our Board of Directors approved an RSU grant for Mr. Glazer covering 4,030,000 shares of Class A common stock and two RSU grants for Mr. Taylor covering 1,372,360 shares of Class A common stock in total. Both grants are scheduled to vest upon the satisfaction of both a service-based and a performance-based vesting condition, as discussed above. The awards to Messrs. Glazer and Taylor were partially vested at listing in recognition of their historical contributions, including their work preparing us for our public listing. The vesting of the remainder of Mr. Glazer’s award is back-loaded, with a larger portion scheduled

to vest in 2023 as compared to the remainder of 2020, 2021, and 2022 in order to encourage his retention and the successful execution of our post-listing strategic growth plan. Detailed descriptions of the vesting of Messrs. Glazer’s and Taylor’s equity awards can be found in the “Outstanding Equity Awards at Fiscal Year End” table in the “Executive Compensation and Related Arrangements” section of this Proxy Statement.

As with RSUs granted to other employees, the RSUs granted to Messrs. Glazer and Taylor will be subject to automatic “sell to cover” upon vesting, whereby a portion of RSU shares will be automatically sold to cover tax withholding obligations incurred in connection with each vesting date, the proceeds from which we are required to remit to the appropriate tax authorities on behalf of the executives.

The RSUs granted to Messrs. Glazer and Taylor did not contain special acceleration of vesting features. However, under the terms of our 2010 Plan, our primary pre-listing equity incentive plan, in the event of a change in control, these awards will immediately vest as to 25% of the shares subject to the award and will vest in full if the awards are not assumed or substituted for by the acquiror.

Stock Option Exchanges

In June 2020, our Board of Directors determined that existing option grants were no longer fully meeting the primary objectives of our compensation program and that option exchanges were appropriate to reinvigorate the retention and incentive value of underwater options held by certain executives and our employees more broadly. Our Board of Directors approved an exchange of underwater options for substantially all employees (not including our employee board members). In connection with that re-pricing, stock options held by Messrs. Sankar, Glazer, and Taylor, each with an exercise price of $6.03 per share and a stock option held by Mr. Glazer with an exercise price of $4.75 per share were canceled and exchanged for new stock options with an exercise price equal to $4.72 per share (the then-current fair market value of a share of our common stock) and a new ten-year term. The new options retained the same vesting schedule as the options they replaced.

In consideration of the same concerns with respect to the underwater option held by Mr. Cohen, our Board of Directors established a special Option Review Committee, consisting of Board of Directors members Messrs. Thiel and Karp, to assess whether the principal purposes of our compensation programs were being fulfilled. After analysis and consultation with Semler Brossy, the Option Review Committee concluded that an exchange of Mr. Cohen’s underwater option was warranted to provide the appropriate incentives to Mr. Cohen, but that it was also appropriate to impose new vesting conditions on a portion of the vested option, in order to magnify the retention power of the new option. As a result, the Option Review Committee approved:

Under the terms of our 2010 Plan, our primary pre-listing equity incentive plan, in the event of a change in control, these awards will immediately vest as to 25% of the shares subject to the award, and will vest in full if the awards are not assumed or substituted for by the acquiror.

For additional information with respect to the stock options held by our NEOs, please see the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year-End.”

Benefits

Our NEOs have the opportunity to participate in the same benefits programs offered to all employees. In addition, our CEO, President, and COO are provided additional benefits related to tax planning and financial

advice, and our NEOs other than Mr. Taylor are provided additional umbrella liability insurance coverage. Furthermore, certain of our executives, including our CEO, are provided additional security-related benefits including private use of corporate aircraft, certain security services, and the provision of corporate housing in locations to which they regularly travel on business.We believe that the perquisites provided to our NEOs are appropriate given the use of similar benefits at software and data analytics companies of comparable size and with similarly high public profiles and that the perquisites serve Palantir’s interest by ensuring the safety of our key executives and our proprietary data. The security-related benefits provided to our CEO result from a bona-fide business-related security concern given the nature of our business and his leadership role at Palantir. The security-related benefits are regularly reviewed by third parties to determine if the benefits provided are consistent with those necessitated by the business-related security concern.

Due to the high-profile nature of our CEO’s work for us, we will provide Mr. Karp with security continuation support following the termination of his employment with us, if his employment is terminated under certain conditions and he executes a separation agreement and release of claims. This continued support generally will consist of the continuation of his security program as in effect immediately prior to Mr. Karp’s termination for a specified period of time (which length will depend on whether the termination is an involuntary, voluntary or other termination), plus additional payments sufficient to make the security continuation and such additional payments tax neutral to Mr. Karp. We offered the security continuation support to Mr. Karp, in part, because the risks that he faces as a result of his high-profile work on behalf of and association with Palantir are reasonably expected to continue following any termination of his employment.

As detailed further in the “Executive Compensation and Related Arrangements” section of this Proxy Statement and as also previously described in the “Executive Compensation” section of the Prospectus, prior to our listing, in November 2016, we made a loan with a principal value of $25,900,000 to Mr. Cohen in order to fund tax liabilities that Mr. Cohen incurred in connection with the exercise of expiring options. In approving the loan, our Board of Directors considered that Mr. Cohen would otherwise need to fund such liabilities with a sale of a large number of shares, which could depress Palantir’s stock price and significantly increase the number of stockholders. In connection with the loan, Mr. Cohen provided a limited recourse promissory note secured by shares of stock of Palantir held by Mr. Cohen worth, at the then-current valuation, 300% of the principal amount of the loan.

As part of its overall assessment of Mr. Cohen’s compensation, the Special Compensation Committee considered this promissory note, which, pursuant to rules under the Sarbanes-Oxley Act of 2002, was required to be repaid by Mr. Cohen prior to the first public filing of our Form S-1 registration statement in connection with our direct listing.

After careful consideration and analysis, including consideration of the requirements of Section 402 of the Sarbanes-Oxley Act of 2002, Mr. Cohen’s compensation arrangements, and his ongoing contributions to Palantir, the Special Compensation Committee determined that it was in the best interests of Palantir and our stockholders to accept 3,500,000 shares of common stock with a then-current per share fair market value of $7.60 for a total value of $26,600,000 in partial repayment of the loan and accrued interest, forgive the remaining amount owed of $787,626, and provide tax neutralization payments to Mr. Cohen with respect to taxes resulting from the repayment and the forgiveness in order to make the partial repayment and forgiveness tax neutral to him, with such payments not to exceed the original principal amount of the loan without subsequent authorization by our Board of Directors or a duly authorized committee of our Board of Directors.

Other Compensation Information

Post-Employment Compensation

The post-employment compensation terms for key executives are designed to ensure that a change in control only occurs when there is benefit to stockholders, as our executives are incentivized through their stake to think of themselves as owners of Palantir. Other than the termination provisions described above related to the equity awards granted to our NEOs and the post-termination security continuation arrangements with Mr. Karp, we have not entered into severance or change in control arrangements with our NEOs. We may consider doing so in the future if we believe it to be important to the continued retention and focus of our NEOs.

Accounting and Tax Consideration Treatment

The Compensation, Nominating & Governance Committee generally takes into consideration the tax implications to Palantir of our NEO compensation program, including with respect to the tax deductibility of compensation paid under Section 162(m) of the IRC.

While our Compensation, Nominating & Governance Committee may consider the deductibility of equity awards and cash and other compensation as one factor in determining executive compensation, the committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

In addition to considering the tax consequences, our Compensation, Nominating & Governance Committee generally considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

Hedging and Pledging Policies.

We have implemented a policy that prohibits hedging by our NEOs. In addition, our NEOs are prohibited from pledging any of our securities as collateral for a loan and from holding any of our securities in a margin account, subject to certain limited potential exceptions with respect to members of our Board of Directors and our CEO.

Compensation and Risk

Our Compensation, Nominating & Governance Committee reviews and discusses with management the risks arising from our compensation philosophy and practices generally applicable to our employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks.

In addition, our Compensation, Nominating & Governance Committee engaged Semler Brossy to independently conduct a risk assessment of our general compensation policies and practices and related mitigation controls. After consideration of the findings of this assessment and its discussions with management, our Compensation, Nominating & Governance Committee concluded that our compensation policies and practices are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage employees to take unnecessary or excessive risks, and that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

Compensation, Nominating & Governance Committee Report

The Compensation, Nominating & Governance Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the Compensation, Nominating & Governance Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020.

Fiscal 2020 Summary Compensation Table

The following table presents information regarding the compensation awarded to, earned by and paid to each individual who served as one of our named executive officers during the years ended December 31, 2019 and 2020. Mr. Karp was appointed as CEO prior to 2019, Mr. Cohen was appointed as President on July 6, 2020 and as Secretary prior to 2019, Mr. Sankar was appointed as COO and Executive Vice President on July 6, 2020, Mr. Glazer was appointed as CFO on July 6, 2020 and as Treasurer prior to 2019, and Mr. Taylor was appointed as CLBAO on July 6, 2020.

Fiscal 2020 Grants of Plan-Based Awards

The following table sets forth certain information with respect to all plan-based awards granted to our named executive officers during fiscal year ended December 31, 2020.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding equity awards held by our named executive officers as of December 31, 2020. See “—Potential Payments upon Termination or Change of Control” below for information regarding the impact of certain employment termination scenarios on outstanding equity awards.

Stock Option Exchanges

In June 2020, the stock options of substantially all current employees (other than Board of Directors members) with an exercise price above $4.72 per share (or above $4.75 per share in the case of Incentive Stock Options) were exchanged for new stock options with an exercise price equal to $4.72 per share and an expiration date of June 3, 2030 (“Exchange”). As part of the Exchange, two stock options held by Mr. Sankar covering a total of 5,535,000 shares of our Class B common stock, seven stock options held by Mr. Glazer covering a total of 2,019,000 shares of our Class A common stock, and two stock options held by Mr. Taylor covering a total of 2,092,222 shares of our Class A common stock, each with an exercise price of $6.03 per share, were Exchanged for such new stock options. As part of the Exchange, a stock option held by Mr. Glazer covering 169 shares of our Class A common stock with an exercise price of $4.75 per share was Exchanged for such new stock options. In June 2020, a stock option held by Mr. Cohen covering 12,401,568 shares of our Class B common stock with an exercise price of $6.03 per share was canceled and exchanged for a new stock option with an exercise price equal to $4.72 per share. A new vesting period of one year from the date of the exchange was applied to 3,444,880 shares subject to the option which had already vested prior to the time of the exchange; the vesting schedule was otherwise unchanged. The expiration date of the new option is June 8, 2030. Mr. Karp did not have

any options with an exercise price above $4.72 and thus no modifications were considered or made to his options. For additional information with respect to the stock options held by our named executive officers, please see the footnotes to the table above titled “Outstanding Equity Awards at Fiscal Year End.”

Growth Units

In March 2021, Messrs. Cohen and Karp received 339,411 and 1,131,370 shares of our Class A common stock, respectively, in connection with the vesting of growth unit awards issued under our 2010 Plan in May 2019.

The growth unit awards issued to Messrs. Cohen and Karp were subject to a service-based and a performance-based vesting condition. The service-based condition was satisfied for each of Messrs. Cohen and Karp as of December 31, 2019, and the performance-based condition was satisfied on March 29, 2021 by virtue of each of Messrs. Cohen and Karp remaining our employee through the 180-day period following our direct listing in September 2020. Had a change in control occurred prior to the vesting of the growth units awards, the unvested awards would have been forfeited, unless our Board of Directors (or its committee administering the equity awards) determined otherwise.

Prior to their vesting and settlement, each growth unit award held by Messrs. Cohen and Karp contained five separate bands, each with (i) a portion of the award applicable to it (such portion is referred to as the “band size”) and (ii) an initial hurdle applicable to it as follows:

The number of shares delivered in connection with each growth unit award was determined by taking the sum of the band share numbers for each of the five bands (rounded down to the nearest whole share). The band share number for a specified band means the result (but not below zero) of (x) the band size for such band, multiplied by (y) a fraction, with a numerator equal to (A) the closing sales price for a share of our Class A common stock on the first date our Class A common stock was publicly traded, which was $9.50 per share (such price is referred to as the “listing closing sales price”), minus (B) the hurdle for that band in effect on the vesting date, and a denominator equal to the listing closing sales price.

The hurdle for each applicable band was determined as follows: starting with the initial hurdle, for each consecutive month commencing on the 13th month following January 1, 2019, the commencement of the award’s service-based vesting period, the hurdle for each band decreased by 1/12th of 10% of the applicable hurdle, as measured on each annual anniversary of January 1, 2019. The hurdles stopped decreasing on the date of our direct listing.

On the date of grant, there were 826,771 and 2,755,903 shares of our Class A common stock subject to the growth unit awards of Messrs. Cohen and Karp, respectively. On March 29, 2021, the date the growth unit awards vested, the number of shares to be settled in connection with each growth unit award was determined by taking the sum of the band share numbers for each of the five bands (rounded down to the nearest whole share), resulting in Mr. Cohen receiving 339,411 shares (out of a maximum possible total of 826,771 shares) and Mr. Karp receiving 1,131,370 shares (out of a maximum possible total of 2,755,903 shares). The remaining shares subject to the growth unit awards of Messrs. Cohen and Karp lapsed.

Messrs. Sankar, Glazer, and Taylor were awarded growth units under our 2010 Plan in May 2019 on materially similar terms, which were subsequently converted to RSUs.

Option Exercises and Stock Vested

The following table shows certain information concerning option exercises and value realized upon the exercise of stock options and the vesting of RSU grants by our named executive officers during the fiscal year ended December 31, 2020.

Executive Compensation and Related Arrangements

Each of our named executive officers has entered into an offer letter with us that provides for “at-will” employment and an annual salary.

Alexander Karp

Mr. Karp’s annual salary for the fiscal year ended December 31, 2020 was $1,101,637, which included $177,273 paid in bi-monthly installments, $124,364 paid in quarterly installments as an additional stipend, and $800,000 paid in quarterly installments as a travel stipend.

Stephen Cohen

Mr. Cohen’s annual salary for the fiscal year ended December 31, 2020 was $2,175,610, which included $230,000 paid in bi-monthly installments, $43,636 paid in bi-monthly installments as an additional stipend, $400 paid as a work-from-home subsidy paid to substantially all employees and $1,901,573 paid in monthly installments pursuant to a compensation adjustment, as described below.

Our Board of Directors approved a compensation adjustment with respect to Mr. Cohen on August 6, 2015 (the “Compensation Adjustment”), pursuant to which Mr. Cohen is eligible to receive monthly payments of $158,465, less applicable withholdings, through June 2021, subject to his continued service through each payment date. At the election of our CEO, the payments under the Compensation Adjustment may be made in whole or in part in shares of our common stock, provided that if payment is actually made in whole or in part in shares and if Mr. Cohen’s estimated income and employment tax liability with respect to the stock portion of an installment exceeds the net amount of the cash portion of such installment, or the excess stock tax obligation, as determined by our CEO, Mr. Cohen will be entitled to receive a tax gross-up payment sufficient to cover such excess stock tax obligation. To date, all monthly payments have been made in cash, and therefore no gross-ups have been paid under the Compensation Adjustment. The maximum remaining total payments Mr. Cohen may receive pursuant to the Compensation Adjustment from January 2021 through June 2021, not including tax gross-up payments, is $950,790.

On August 6, 2020, the Special Compensation Committee approved a loan repayment and limited forgiveness agreement (such agreement is referred to as the “Loan Repayment Agreement”) with respect to the secured limited recourse promissory note entered into between Mr. Cohen and us on November 10, 2016 (such note is referred to as the “Limited Recourse Promissory Note”). As of August 6, 2020, the original and still outstanding principal amount of $25,900,000 and accrued and unpaid interest in the amount of $1,487,626 were owed under the Limited Recourse Promissory Note (such total amount owed under the Limited Recourse Promissory Note is referred to as the “Existing Debt”). On August 6, 2020, we and Mr. Cohen executed the Loan Repayment Agreement.

Pursuant to the Loan Repayment Agreement, Mr. Cohen transferred a total of 3,500,000 shares of Class B common stock to us in partial repayment of the Existing Debt based on a per share fair market value of $7.60 for an aggregate of $26,600,000 toward repayment of the Existing Debt. The remaining outstanding Existing Debt balance of $787,626 was forgiven pursuant to the Loan Repayment Agreement. Under the terms approved by the Special Compensation Committee, we agreed to make tax neutrality payments to Mr. Cohen with respect to taxes resulting from the repayment and the forgiveness in order to make the partial repayment and forgiveness tax neutral to him, with such payments not to exceed the original principal amount of the Limited Recourse Promissory Note without subsequent authorization by our Board of Directors or a duly authorized committee of our Board of Directors. The total of such tax neutrality amounts paid in 2020 was $4,833,889.

Shyam Sankar

Mr. Sankar’s annual salary for the fiscal year ended December 31, 2020 was $509,818, which included $415,200 paid in bi-monthly installments, $94,219 paid in bi-monthly installments as an additional stipend, and $400 paid as a work-from-home subsidy paid to substantially all employees.

David Glazer

Mr. Glazer’s annual salary for the fiscal year ended December 31, 2020 was $451,050, which included $285,200 paid in bi-monthly installments, $165,000 paid in bi-monthly installments as an additional stipend, $450 paid as a health and wellness subsidy, and $400 paid as a work-from-home subsidy paid to substantially all employees.

Ryan Taylor

Mr. Taylor’s annual salary for the fiscal year ended December 31, 2020 was $646,718, which included a $404,688 base salary paid in bi-monthly installments, $30,000 paid in bi-monthly installments as an additional stipend, $211,180 paid as a one-time stipend, $450 paid as a health and wellness subsidy, and $400 paid as a work-from-home subsidy paid to substantially all employees.

Potential Payments upon Termination or Change in Control

Post-Termination Arrangements

Mr. Karp entered into a Security Program Continuation Agreement with us dated June 5, 2019 (the “Security Continuation Agreement”), pursuant to which, if Mr. Karp’s employment is terminated under certain conditions and he executes a separation agreement and release of claims in a form reasonably satisfactory to Palantir, we will generally provide Mr. Karp with continuation support, consisting of continuation of his security program as in effect immediately prior to Mr. Karp’s termination, for a specified period of time, plus additional payments sufficient to make the continuation support and such additional payments tax neutral to Mr. Karp (collectively, “Continuation Support”).

The maximum specified period of time the Continuation Support will be provided, and the estimated value of such Continuation Support is as follows, provided that Mr. Karp may elect to continue the Continuation Support at his own expense under certain conditions (the value estimates set forth below are based on (a) our good faith

estimates of the monthly security costs of Mr. Karp using recent utilization and expenditures as a guide and (b) the assumption that the security continuation would not constitute taxable income):

Change in Control-Related Benefits

Change in Control Provisions Under 2020 Executive Equity Awards

On August 6, 2020, the Special Compensation Committee granted stock options under the Executive Equity Plan (referred to as “Executive Options”) and RSU awards under our 2010 Plan and Executive Equity Plan (referred to as “Executive RSU Awards”) covering shares of our Class B common stock to Messrs. Karp, Cohen, and Sankar that contain the below-described provisions related to a change in control of Palantir. The number of shares covered by the Executive Options and the Executive RSUs are detailed in the “Fiscal 2020 Grants of Plan-Based Awards” table, above. The Executive Options and Executive RSUs are as follows:

Each Executive Option has an exercise price of $11.38 per share and a term/expiration date of August 20, 2032. These options were out of the money, as the fair market value of a share of our common stock at the date of grant was $7.60. Each Executive Option vests as follows: Subject to the applicable named executive officer continuing to be a service provider through each applicable date, (i) with respect to Mr. Karp, 2.5% of the shares subject to the Executive Option will vest on August 20, 2021 and 2.5% will vest quarterly thereafter, and (ii) with respect to Messrs. Cohen and Sankar, 5.0% of the shares subject to the Executive Option will vest on August 20, 2021 and 5.0% will vest quarterly thereafter.

Each Executive RSU Award vests upon the satisfaction of both a service-based and a performance-based vesting condition. The service-based vesting condition is satisfied, subject to the applicable named executive officer continuing to be a service provider through each applicable date, (i) with respect to Mr. Karp, as to 2.5% of the RSUs subject to the applicable Executive RSU Award on August 20, 2021 and 2.5% quarterly thereafter, and (ii) with respect to Messrs. Cohen and Sankar, as to 5.0% of the RSUs subject to the applicable Executive RSU Award on August 20, 2021 and 5.0% quarterly thereafter. The performance-based vesting condition for each Executive RSU Award is satisfied upon the occurrence of a change in control event or a public listing or public offering (referred to as an “RSU Qualifying Event”), subject to the applicable named executive officer remaining a service provider through immediately prior to the date of such RSU Qualifying Event. The RSU Qualifying Event must occur before November 4, 2026. Our direct listing in September 2020 constituted an RSU Qualifying Event for purposes of the Executive RSU Awards.

If Palantir experiences a change in control (as defined in the Executive Equity Plan with respect to Executive Options, and as defined in the applicable award agreement with respect to Executive RSU Awards), and the named executive officer remains a service provider through immediately prior to such change in control, (A) with respect to Mr. Karp, pursuant to an amendment approved by our Compensation, Nominating & Governance Committee in January 2021, a number of the shares subject to the Executive Option and each Executive RSU Award will accelerate and fully vest immediately prior to such change in control equal to the greater of (x) 20% of the shares subject to the Executive Option or Executive RSU Award, as applicable, or (y) 50% of the then-unvested shares subject to the Executive Option or Executive RSU Award, as applicable, as of immediately prior to the application of such acceleration, and (B) with respect to Messrs. Cohen and Sankar, 40% of the shares subject to the applicable Executive Option and Executive RSU Award will accelerate and fully vest immediately prior to such change in control. In all cases, no more than 100% of the shares subject to an Executive Option or Executive RSU Award, as applicable, may vest. Prior to the January 2021 amendment of Mr. Karp’s Executive Option and Executive RSU Awards, each applicable award agreement provided that 20% of the shares subject to the applicable Executive Option and Executive RSU Award would accelerate and fully vest immediately prior to such change in control, subject to his remaining a service provider as of immediately prior to the change in control.

In the event of a merger or change in control, pursuant to the 2010 Plan or Executive Equity Plan, as applicable, each Executive Option and Executive RSU Award will generally be treated as the administrator determines, including, without limitation, (i) that each award will be assumed or a substantially equivalent award substituted by the acquiring or succeeding corporation (or an affiliate thereof), (ii) that each award will terminate prior to the consummation of such merger or change in control, (iii) that each outstanding award will vest and become exercisable, (iv) that each award will be terminated in exchange for an amount of cash and/or property, or (v) any combination of the foregoing.

Unless the administrator determines otherwise, in the event of a merger or change in control in which the successor corporation does not assume or substitute for an Executive Option or Executive RSU Award (or portion thereof), the unvested award (or portion thereof) (after the application of the above acceleration of vesting provisions in the context of a change in control) will generally terminate immediately prior to such merger or change in control, and the administrator will notify the participant in writing or electronically that the vested shares subject to any Executive Option (or portion thereof) will be exercisable for a period of time determined by the administrator in its sole discretion and the vested Executive Option (or portion thereof) will terminate upon the expiration of such period without consideration to the participants. For Executive RSU Awards granted under the 2010 Plan, this provision overrides the 2010 Plan’s typical treatment of equity awards granted thereunder, which are described below under “Change in Control Provisions under the 2020 Plan, 2010 Plan, Executive Equity Planand Stand-Alone Option Grants.”

Change in Control Provisions under the 2020 Plan, 2010 Plan, Executive Equity Plan and Stand-Alone Option Grants

2020 Equity Incentive Plan

Our 2020 Plan provides that in the event of a merger or change in control, as defined under our 2020 Plan, each outstanding award will be treated as the administrator determines, without a requirement to obtain a participant’s

consent, including, without limitation, that such award will be continued by the successor corporation or a parent or subsidiary of the successor corporation. An award generally will be considered continued if, following the transaction, (i) the award gives the right to purchase or receive the consideration received in the transaction by holders of our shares or (ii) the award is terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been received upon the exercise or realization of the award at the closing of the transaction, which payment may be subject to any escrow applicable to holders of our Class A common stock in connection with the transaction or subjected to the award’s original vesting schedule. The administrator will not be required to treat all awards or portions thereof, the vested and unvested portions of an award, or all participants similarly.

In the event that a successor corporation or its parent or subsidiary does not continue an outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and such award will become fully exercisable, if applicable, for a specified period prior to the transaction, unless specifically provided for otherwise under the applicable award agreement or other written agreement with the participant. The award will then terminate upon the expiration of the specified period of time. If an option or stock appreciation right is not continued, the administrator will notify the participant in writing or electronically that such option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period.

With respect to awards granted to an outside director, in the event of a change in control, all of his or her options and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and RSUs will lapse, and all performance goals or other vesting requirements for his or her performance awards will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Amended 2010 Equity Incentive Plan

Our 2010 Plan provides that in the event of a merger or change in control, as defined under our 2010 Plan, each outstanding award will be treated as the administrator determines, including, without limitation, (i) that each award will be assumed or a substantially equivalent award substituted by the acquiring or succeeding corporation (or an affiliate thereof), (ii) that each award will terminate prior to the consummation of such merger or change in control, (iii) that each outstanding award will vest and become exercisable, (iv) that each award will be terminated in exchange for an amount of cash and/or property, or (v) any combination of the foregoing. The administrator is not required to treat all awards similarly in the transaction.

Unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and us (or our parent or subsidiaries, as applicable), in the event of a change in control, for each participant whose service as a service provider has not terminated as of, or immediately prior to, the effective time of the change in control, then, as of the effective time of such change in control, the vesting and exercisability of such participant’s award will be accelerated to the extent of 25% of the award. Additionally, if a successor corporation does not assume or substitute for any outstanding award, then the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock, RSUs and growth units will lapse, and for awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and us (or our parent or subsidiaries, as applicable). If an option or stock appreciation right is not assumed or substituted in the event of a change in control, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and us (or our parent or subsidiaries, as applicable), the administrator will notify the participant in writing or electronically that such option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period.

The provisions of the 2010 Plan described in the prior two paragraphs do not apply to the Executive RSU Awards granted under the 2010 Plan. A brief description of the provisions that apply to the Executive RSU Awards is described under “Change in Control Provisions Under 2020 Executive Equity Awards,” above.

2020 Executive Equity Incentive Plan

See “Change in Control Provisions Under 2020 Executive Equity Awards,” above, for a description of the treatment of our Executive Options and Executive RSUs, including those granted under our Executive Equity Plan, in connection with a merger or change in control.

Stand-Alone Option Grants

Mr. Karp was awarded non-statutory stock options in 2009 and 2011, which options were granted outside of our then-existing equity incentive plans. These awards are described under “Equity Compensation Plan Information” below. If Palantir is subject to a change in control (as defined in the applicable option agreement) before Mr. Karp’s service terminates, then the shares subject to the applicable option vest in full. In addition, in the event we are party to a merger or consolidation, each of these options will be subject to the agreement of merger or consolidation. Such agreement may provide for one or more of the following with respect to applicable option: the continuation of the option by us (if we are the surviving corporation), the assumption of or substitution of the option by the surviving corporation or its parent, full exercisability of the option followed by the cancellation of the option after Mr. Karp has a period of time to exercise, or the cancellation of the option and a payment equal to the excess of the fair market value of the shares subject to the option as of the closing of the transaction over the exercise price of the option.

The following table shows the potential payments and benefits that Palantir would be obligated to make or provide upon the occurrence of a change in control. For purposes of this table, it is assumed that a change in control occurred on December 31, 2020, the last day of our 2020 fiscal year, and each named executive officer remained a service provider through immediately before such change in control.

For a description of the treatment of the Executive Options and the Executive RSU Awards upon the consummation of a change in control under the terms of such awards (including a description of treatment of such awards if the awards are not assumed or substituted pursuant to such change in control), see the section titled “Change in Control Provisions under 2020 Executive Equity Awards.” For a description of the treatment of awards upon the consummation of a change in control under the terms of each of the Executive Equity Plan and the 2010 Plan that are not Executive Options and the Executive RSU Awards (including a description of treatment of such awards if the awards are not assumed or substituted pursuant to such change in control), with respect to awards granted under such plans, see the section titled “Change in Control Provisions under the 2020 Plan, 2010 Plan, Executive Equity Plan and Stand-Alone Option Grants.” The amounts in the table below are calculated on the assumption that the named executive officer remained a service provider through immediately before such change in control and that the awards were assumed or substituted by a successor in connection with the change in control.

Equity Compensation Plan Information

The following table provides information as of December 31, 2020 with respect to shares of our common stock that may be issued under our existing equity compensation plans.