The Leading Indicator

At Palantir, the power isn’t distributed—it’s consolidated in a way that transforms shareholders into serfs. The company’s three-tiered stock structure serves as a near-perfect parallel to Saruman’s domination of Rohan. Here’s how the pieces fit:

• Class A Shares: These are the “common folk” of Palantir’s hierarchy, akin to Theoden’s soldiers—brave, hopeful, and ultimately irrelevant. Public investors wield one vote per share, a token gesture meant to mimic democracy without ever delivering it.
• Class B Shares: Reserved for the insiders—founders, directors, and select venture capitalists—these shares are Wormtongue’s whispered manipulations in corporate form, granting 10 votes per share. They carry enough weight to outvoice the masses and secure a stranglehold on decision-making.
• Class F Shares: Here lies the true power, held exclusively by CEO Alex Karp, President Stephen Cohen, and Palantir co-founder Peter Thiel. Like Saruman himself, these three wield nearly 50% of the company’s voting power. They’ve pledged to vote as a single entity, ensuring that no hostile takeover—or shareholder rebellion—can dethrone them.

Let’s do the math. Even if the founders’ collective ownership dips below 100 million shares, the Class F voting rights remain intact. This isn’t governance; it’s an unbreakable spell.

The Palantír and the Public’s Illusions

The company’s namesake isn’t just for show. Like the seeing stones of Tolkien’s legend, Palantir’s technology enables surveillance, prediction, and control. Governments and corporations rely on its data analytics to peer into everything from global security threats to consumer behavior. But just as Saruman used his Palantír to manipulate and mislead, Palantir’s founders have weaponized their stock structure to keep the public blind to their machinations.

Investors might feel they’ve joined a fellowship, united in a grand vision of long-term growth. In reality, they’re like Theoden under Wormtongue’s spell: technically in charge, but practically powerless. Major decisions—from corporate strategy to governance policies—are made by three men behind the curtain, immune to the accountability mechanisms that public markets were designed to uphold.

Why This Structure Should Terrify You

Palantir’s voting system is more extreme than the typical dual-class setups used by other tech giants. Companies like Google or Facebook might concentrate power among their founders, but Palantir’s triple-layer feudalism eliminates even the illusion of shareholder influence. Here’s why this matters:

1. Accountability Vacuum 

With voting power locked away in the hands of Karp, Cohen, and Thiel, the public has no recourse for poor decision-making or ethical lapses. If Palantir’s leadership decides to pursue controversial partnerships or expand its data collection practices into murkier waters, there’s nothing shareholders can do to stop them.

2. Market Inefficiency 

Institutional investors like BlackRock and Vanguard are already wary of Palantir’s governance. The structure discourages long-term investment, as it prioritizes founder control over market-driven checks and balances. This could stifle innovation and harm shareholder value in the long run.

3. Cultural Precedent 

Palantir isn’t just a company; it’s a blueprint. If its founders successfully wield this structure to dominate public markets while sidelining investors, other tech firms could follow suit. Founder feudalism might become the new normal, and Wall Street could find itself overrun by a new generation of Wormtongues.

Is There a Gandalf in the Wings?

The story of Theoden didn’t end with his enslavement. Gandalf rode in, broke Saruman’s hold, and restored balance to Rohan. But in this modern allegory, where’s the White Wizard? Institutional investors have tried to play that role, pushing back against extreme multi-class structures like Palantir’s, but so far, their efforts have been fruitless. Regulators, too, seem unwilling—or unable—to intervene.

And so, the public remains in stasis, mesmerized by the promise of long-term growth while their ability to influence Palantir’s destiny is stripped away.

A New Dark Tower

The true tragedy of Palantir’s governance isn’t just its disregard for shareholder democracy; it’s the broader message it sends. In a world where data is power, the founders of Palantir have positioned themselves as unchallengeable lords of their domain. The company’s stock structure isn’t just a mechanism for control—it’s a signal that in the age of Big Tech, even the illusion of public accountability is an anachronism.

For investors still clinging to their Class A shares, remember this: Theoden woke up eventually, but only after a lot of damage was done. Don’t wait for your Gandalf.