Palantir Technologies Inc. DEF 14AProxy Statements

Directors / Nominees

ELECTION OF DIRECTORS 19 Nominees 19 Vote Required 19 Board of Directors Recommendation 19 PROPOSAL NO. 2 20 RATIFICATION OF APPOINTMENT OF 20 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20 Fees Paid to the Independent Registered Public Accounting Firm 20 Auditor Independence 20 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 20 Vote Required 21 Board of Directors Recommendation 21 PROPOSAL NO. 3 22 ADVISORY VOTE TO APPROVE 22 NAMED EXECUTIVE OFFICER COMPENSATION 22 Vote Required 22 Board of Directors Recommendation 22 STOCKHOLDER PROPOSALS 23 PROPOSAL NO. 4 23 INDEPENDENT REPORT ON DUE DILIGENCE PROCESS 23 Vote Required 24 Board of Directors Recommendation 24 PROPOSAL NO. 5 25 HUMAN RIGHTS IMPACT ASSESSMENT 25 Vote Required 26 Board of Directors Recommendation 26 Our Board of Directors’ Statement in Opposition to Proposal No. 4 and Proposal No. 5 26 i Table of Content s PROPOSAL NO. 6 30 POLITICAL SPENDING DISCLOSURE 30 Vote Required 31 Board of Directors Recommendation 31 Our Board of Directors’ Statement in Opposition to Proposal No. 6 31 REPORT OF THE AUDIT COMMITTEE 32 EXECUTIVE OFFICERS 33 EXECUTIVE COMPENSATION 34 Compensation Discussion and Analysis 34 Executive Summary 34 Compensation Philosophy 34 Stockholder Advisory Vote on NEO Compensation 35 Our Compensation-Setting Process 35 Elements of Executive Pay and 2025 Compensation 37 Other Compensation Information 38 Compensation, Nominating & Governance Committee Report 39 Compensation and Risk 39 Fiscal 2025 Summary Compensation Table 40 Fiscal 2025 Grants of Plan-Based Awards 41 Outstanding Equity Awards at Fiscal Year End 42 Option Exercises and Stock Vested 43 Executive Compensation and Related Arrangements 43 Potential Payments upon Termination or Change in Control 43 Change in Control-Related Benefits 44 Equity Compensation Plan Information 49 CEO Pay Ratio 49 PAY VERSUS PERFORMANCE 51 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 55 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 57 Policies and Procedures for Related Person Transactions 59 OTHER MATTERS 60 Stockholder Proposals or Director Nominations for 2027 Annual Meeting 60 Availability of Bylaws 60 2025 Annual Report 60 ii Table of Content s PALANTIR TECHNOLOGIES INC. PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS To be he